Spongetech Delivery Systems Inc – ‘SB-2/A’ on 4/11/06

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Pre-Effective Amendment to Registration of Securities of a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of            67    392K 
                          Securities of a Small-Business Issuer                  
 3: CORRESP   ¶ Comment-Response or Other Letter to the SEC            2±     3K 
 2: EX-23.1     Consent of Experts or Counsel                          1      5K 

‘SB-2/A’   —   Pre-Effective Amendment to Registration of Securities of a Small-Business Issuer
Document Table of Contents

SB-2/A
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            As filed with the Security and Exchange Commission on April 10, 2006
                                                     Registration No. 333-123015

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 Amendment No. 9
to
 FORM SB-2
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 SPONGETECH DELIVERY SYSTEMS, INC.

(Name of small business issuer in its charter)

     Delaware                       2840                    54-2077231
(State or jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

The Empire State Building, 350 Fifth Avenue,
Suite 2204, New York, New York 10118
(212) 594-4175
 (Address and telephone number of principal executive offices)

Michael L. Metter, President
 Spongetech Delivery Systems, Inc.
 The Empire State Building
350 Fifth Avenue, Suite 2204
New York, New York 10118
(212) 594-4175
 (Name, address and telephone number of agent for service)

COPIES TO:
 Richard A. Friedman, Esq.
 Sichenzia Ross Friedman Ference LLP
 1065 Avenue of the Americas
New York, New York 10018
 Tel: (212) 930-9700
 Fax: (212) 930-9725

APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
 As soon as practicable after this registration statement becomes effective.

If any securities being registered on this Form are to be offered on a delayed  
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest            
reinvestment plans, check the following box: [X]                                

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective       
registration statement for the same offering. |_|                               

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. |_|                                                      

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. |_|                                                      

If delivery of the prospectus is expected to be made pursuant to Rule 434,      
please check the following box. |_|                                             

 (COVER CONTINUES ON FOLLOWING PAGE)

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 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------------------------
                                                                   Proposed Maximum       Proposed Maximum                         
    Title of each class of securities          Amount to be       Offering Price Per     Aggregate Offering        Amount of       
            to be registered                    Registered             Security                Price            Registration Fee   
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Units consisting of one share of Common          8,000,000             $0.25(1)              $2,000,000             $235.40        
Stock, par value $.001 per share                                                                                                   
(:Common Stock") and one Redeemable                                                                                                
Class A Warrant ("Class A Warrant')                                                                                                
entitling the holder to purchase one                                                                                               
share of Common Stock                                                                                                              
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock which is part of each Unit          8,000,000                  (2)                 (2)                   (2)          
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of                                                                              $470.80        
Class A Warrants                                 8,000,000             $0.50(1)              $4,000,000                            
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share          3,625,969             $0.25(1)             $906,492.25             $106.69        
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share(3)         219,000             $0.01(4)               $2,190                 $0.26         
-----------------------------------------------------------------------------------------------------------------------------------
 Total Registration Fee                                                                                            $813.15(5)      
-----------------------------------------------------------------------------------------------------------------------------------

(1)  Estimated solely for purposes of calculating the registration fee in       
accordance with Rule 457(e) under the Securities Act of 1933.         
(2)  In accordance with Rule 457, no separate registration fee is required.     
(3)  We are offering to repurchase such shares from our stockholders.           
(4)  Price at which shares subject to rescission were sold.                     
(5)  Previously paid.                                                           

The registrant hereby amends this Registration Statement on such date or dates  
as may be necessary to delay its effective date until the registrant shall file 
a further amendment which specifically states that this Registration Statement  
shall thereafter become effective in accordance with Section 8(a) of the        
Securities Act of 1933 or until this Registration Statement shall become        
effective on such date as the Commission, acting pursuant to said Section 8(a)  
may determine.                                                                  

The information in this prospectus is not complete and may be changed. We may   
not sell these securities until the registration statement filed with the       
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities 
in any state where the offer or sale is not permitted.                          

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 PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED APRIL 10, 2006
 Spongetech Delivery Systems, Inc.
 Up to 8,000,000 Units Consisting Of
 One Share Of Common Stock
 and
One Redeemable Class A Warrant
 and
 3,625,969 Shares of
Common Stock

We are offering units, on a "best-efforts, minimum 2,000,000 Units, maximum     
8,000,000 Units" basis, at an offering price of $.25 per unit. Each unit        
consists of one share of common stock and one redeemable class A warrant. The   
units are being offered for a period of 90 days, subject to an extension of up  
to an additional 90-day period. If the minimum amount of the offering is not    
sold within the offering period, investors' funds will be promptly returned     
without interest or deduction. Pending release, all proceeds of the offering    
will be deposited in a non-interest bearing escrow account with Continental     
Stock Transfer & Trust Company, Inc.                                            

This prospectus also relates to the resale of 3,625,969 additional shares by    
existing shareholders. The offering of up to 8,000,000 Units by the Company and 
the resale of 3,625,969 shares by existing shareholders will run concurrently.  
There is currently no public market for our securities. Until such time as a    
market price for our common stock is quoted on the OTC Bulletin Board, all of   
the selling shareholders will sell their shares at a price of $0.25 per share.  
Thereafter, they may sell their shares in public or private transactions, at    
prevailing market prices or at privately negotiated prices. We will not receive 
any proceeds from the sale of the shares of common stock by the selling         
shareholders. The existing officers and directors reserve the right to acquire  
up to the minimum number of Units in this offering.                             

YOUR INVESTMENT IN OUR UNITS INVOLVES A HIGH DEGREE OF RISK. BEFORE INVESTING IN
OUR COMMON STOCK, YOU SHOULD CONSIDER CAREFULLY THE RISKS DESCRIBED UNDER "RISK 
FACTORS" BEGINNING ON PAGE 7.                                                   

Neither the Securities and Exchange Commission nor any state securities         
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a     
criminal offense.                                                               

                                                        [Enlarge/Download Table]

                             Offering Price to        Underwriting Discounts        Proceeds to    
                                  Public                and Commissions (1)         Company (2)    
---------------------------------------------------------------------------------------------------
                                                                                                   
Per Unit Total (3)                $.25                           --                   $.25         
Minimum Offering Amount           $500,000                       --                   $500,000     
Maximum Offering Amount           $2,000,000                     --                   $2,000,000   

(1) No underwriting discount or commission will be paid to any person in        
connection with this Offering. Upon completion of this Offering, the Company    
will receive the entire proceeds of the Offering of up to 8,000,000 Units. The  
Company will not receive any proceeds from the sale of the shares of common     
stock by the selling stockholders.                                              

(2) Before deducting expenses of the Offering payable by the Company estimated  
at approximately $120,000.                                                      

(3) The minimum subscription which will be accepted from each investor is       
$5,000, with no exceptions. No fractional shares will be sold.                  

Subscribers will not have the use of their funds, will not earn interest on     
funds in escrow, and will not be able to obtain return of funds deposited in    
escrow unless and until the minimum Offering period expires. In the event the   
minimum number of Units is sold within the Offering period, the Offering will   
continue until (i) three months following the date of this Prospectus, (ii) all 
8,000,000 Units are sold, or (iii) the Offering is terminated by the Company,   
whichever occurs first. (See "PLAN OF DISTRIBUTION"). Assuming 2,000,000 Units  
are sold within the Offering period, all deposited funds and deposited          
securities will be held in escrow and investors will not have the use of the    
deposited funds or the right to receive and deal in the deposited securities    
until released.                                                                 

In addition, this prospectus also relates to a rescission offer being conducted 
by the Company.                                                                 

o   We are offering to repurchase 219,000 shares of our common stock from       
  persons who are or were residents of Colorado and Texas. These persons are
shareholders who purchased those shares in a private placement conducted
by Nexgen VIII, our predecessor.                                        

o   The repurchase price for the shares of our common stock subject to the      
   rescission offer is $.01 per share, and is equal to the price paid by those
  persons who purchased these shares. If you accept our rescission offer and
 surrender your shares, you will receive interest, based on the repurchase
    price $.01 and calculated from the date you purchased the shares through the
 date that the rescission offer expires at the interest rate based on your
state of residence as set forth below.                                  

o   Federal law does not provide a specific interest rate to be used in the     
calculation of the consideration to be received in connection with the  
  repurchases of securities by an issuer in a rescission offer. We intend to
 use the legal rates of interest for the repurchase of shares based on the
   state of residence of the stockholder. These interest rates are as follows:

   ---------------------------------------------------------------------------
State                                 Interest Rate                     
   ---------------------------------------------------------------------------
Colorado                              8%                                
   ---------------------------------------------------------------------------
Texas                                 6%                                
   ---------------------------------------------------------------------------

The rescission offer will expire on      , 2006 (30 days after the date hereof).

When the rescission offer expires, any person who did not accept the rescission 
offer will have freely tradable stock.                                          

The rescission offer is merely an offer to repurchase shares. No shareholder is 
required to accept our rescission offer.                                        

The date of this Prospectus is ___________, 2006                                

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 TABLE OF CONTENTS

                                                                          Page
                                                                          ----
Prospectus Summary                                                            1 
Questions and Answers about the Rescission Offer                              3 
Selected Financial Data                                                       6 
Risk Factors                                                                  7 
Use of Proceeds                                                              12 
Market for Common Equity and Related Stockholder Matters                     13 
Dividend Policy                                                              13 
Dilution                                                                     13 
Capitalization                                                               15 
Management's Discussion and Analysis of Financial Condition and                 
 Results of Operations                                                      16
Business                                                                     22 
Description of Property                                                      25 
Legal Proceedings                                                            25 
Management                                                                   26 
Executive Compensation                                                       27 
Certain Relationships and Related Transactions                               28 
Security Ownership of Certain Beneficial Owners and Management               30 
Description of Securities                                                    31 
Selling Stockholders                                                         33 
Rescission Offer                                                             34 
Share Eligible for Future Sale                                               37 
Plan of Distribution                                                         37 
Indemnification                                                              40 
Legal Matters                                                                40 
Experts                                                                      40 
Additional Information                                                       41 
Financial Statements                                                        F-1 

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PROSPECTUS SUMMARY

The following summary highlights selected information contained in this         
prospectus. This summary does not contain all the information you should        
consider before investing in the securities. Before making an investment        
decision, you should read the entire prospectus carefully, including the "RISK  
FACTORS" section, the financial statements and the notes to the financial       
statements. As used throughout this prospectus, the terms "Spongetech"          
"Spongetech Delivery Systems," the "Company," "we," "us," and "our" refer to    
Spongetech Delivery Systems, Inc.                                               

 Spongetech Delivery Systems, Inc.

We design, produce, market and distribute cleaning products for vehicular use   
utilizing patented technology relating to sponges containing hydrophilic, which 
are liquid absorbing, foam polyurethane matrices. Our products can be pre-loaded
with detergents and waxes which are absorbed in the core of the sponge then     
gradually released during use. We license the rights to manufacture and sell our
products from H.H. Brown Shoe Technologies, Inc. (d/b/a Dicon Technologies), the
holder of the relevant patents relating to the hydrophilic sponges. We have     
designed and Dicon Technologies is conducting research and development for      
products using the same hydrophilic technology for bath and home use which we   
intend to market and sell as part of our product offering. There is no assurance
that we will successfully be able to market and sell products for bath and home 
use.                                                                            

Since our inception, we have had sales of $342,019, $1,858 and $1,051 for the   
fiscal years ended May 31, 2003, 2004 and 2005 respectively. For the six months 
ended November 30, 2005, we had sales of $2,974. We have incurred losses since  
inception and we expect to incur losses for the foreseeable future. For the     
fiscal years ended May 31, 2005, 2004 and, 2003, we incurred net losses of      
$58,699, $2,056,526 and $265,517, respectively. As a result of the foregoing,   
our independent auditors, in their report covering our financial statements for 
the year ended May 31, 2005, stated that our financial statements were prepared 
assuming that we would continue as a going concern. For the six months ended    
November 30, 2005, we had net loss of $27,430, an accumulated deficit of        
$2,761,167 and a working capital deficiency of $137,325.                        

Our principal executive offices are located at The Empire State Building, 350   
Fifth Avenue, Suite 2204, New York, New York 10118. Our telephone number is     
(212) 594-4175.                                                                 

 Our Corporate History

We were formed on June 18, 1999, under the name Romantic Scents, Inc. On June   
12, 2001, Romantic Scents, Inc. changed its name to RSI Enterprises, Inc., and, 
on October 2, 2002, changed its name to Spongetech International Ltd. On July   
15, 2002, we entered into a stock purchase agreement with Nexgen Acquisitions   
VIII, Inc., a blank check company, pursuant to which our sole stockholder, RM   
Enterprises International, Inc. received 12,000,000 shares of Nexgen            
Acquisitions VIII, Inc. and thereby became its majority stockholder. At the time
that we entered into the stock purchase agreement with NexGen, we believed that 
persons affiliated with NexGen could assist us with the marketing and           
development of our business. The transaction was accounted for as a reverse     
acquisition using the purchase method of accounting, whereby RM Enterprises     
International, Inc., our sole shareholder, retained approximately 63% of the    
outstanding common stock. Thereafter, on October 9, 2002, Nexgen Acquisitions   
VIII, Inc. changed its name to Spongetech Delivery Systems, Inc. On December 16,
2002, we changed our domicile to Delaware. Spongetech Delivery Systems, Inc.    
(formerly Nexgen Acquisitions VIII, Inc.) merged with and into us so that we    
became the surviving company. Immediately subsequent to the merger, we changed  
our name to Spongetech Delivery Systems, Inc.                                   

On March 1, 2004, our Certificate of Incorporation was voided by the State of   
Delaware for non-payment of franchise taxes in the amount of $114.40, including 
interest, fees and penalties for 2002 and $164.49, including taxes, fees and    
penalties for 2003, which outstanding amounts were paid on June 27, 2005.       
Simultaneously, on June 27, 2005, a Certificate for Renewal and Revival of our  
Certificate of Incorporation (the "Certificate") was filed with the State of    
Delaware, which restored, renewed and revived our Certificate of Incorporation  
commencing February 29, 2004. In accordance with Delaware Corporation law, upon 
the filing of the Certificate, our Certificate of Incorporation was renewed and 
revived with the same force and effect as if it had not been voided. Such       
reinstatement validated all contracts, acts, and matters, done and performed by 
our officers and agents within the scope of our Certificate of Incorporation    
during the time the Certificate of Incorporation was voided. We were not        
assessed any franchise taxes for the year 2004 because our Certificate of       
Incorporation was revoked and voided in 2004. On March 6, 2006, we paid our     
franchise taxes for 2005 in the amount of $162.03.                              

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The Offering

                                                        [Enlarge/Download Table]
                                                                                                       
Common stock outstanding before the offering........ 33,952,636 shares.                                

Securities offered by Spongetech.................... A minimum of 2,000,000  and a maximum of 8,000,000
                                                     units,  each  consisting  of one  share of  common
                                                     stock  and one  redeemable  class A  warrant.  The
                                                     common  stock and the  redeemable  class A warrant
                                                     will become separately tradable after 90 days from
                                                     the initial closing of this offering, or sooner in
                                                     our discretion.  We will issue a press release and
                                                     file a  prospectus  supplement  if we determine to
                                                     allow the  common  stock  and  class A  redeemable
                                                     warrants to become separately tradable prior to 90
                                                     days.                                             

Common stock offered by selling stockholders........ 3,625,969 shares                                  

Common stock subject to rescission offering......... 219,000 shares of common stock.                   

                                                     This number represents 0.65% of our current       
                                                     outstanding common stock                          

Common stock to be outstanding after the offering                                                      

Minimum Offering.................................... Upon completion of the minimum offering there will
                                                     be 35,952,636 shares of common stock and 2,000,000
                                                     redeemable class A warrants outstanding.          

Maximum Offering.................................... Upon completion of the maximum offering there will
                                                     be 41,952,636 shares of common stock and 8,000,000
                                                     redeemable class A warrants outstanding.          

Redeemable Class A Warrants                                                                            

Exercise Terms...................................... Each  redeemable  class  A  warrant  entitles  the
                                                     registered holder thereof to purchase, at any time
                                                     from  the  date  the  warrants  become  separately
                                                     tradable, until ______, 2010 (five years after the
                                                     date  hereof),  one  share of  common  stock at an
                                                     exercise  price of $0.50  per  share,  subject  to
                                                     adjustment.                                       

Redemption.......................................... The redeemable  class A warrants are redeemable by
                                                     us at a  redemption  price of $0.001 per  warrant,
                                                     upon at  least  30  days'  prior  written  notice,
                                                     commencing  on  _________,  2006 (six months after
                                                     the date  hereof),  if the  average of the closing
                                                     high bid prices of the common stock  exceeds $1.00
                                                     for five  consecutive  trading  days ending on the
                                                     third  day  prior to the date on which  notice  is
                                                     given.                                            

Risk Factors........................................ See  "Risk  Factors,"  beginning  on  page 3 for a
                                                     description of certain factors you should consider
                                                     before making an investment in our common stock.  

Use of proceeds..................................... We will use the  proceeds  from the sale of all or
                                                     any portion of the  8,000,000  units offered by us
                                                     for  working   capital   and   general   corporate
                                                     purposes.  We will not receive any  proceeds  from
                                                     the sale of any of the shares  offered  for resale
                                                     by the selling stockholders under this prospectus 

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QUESTIONS AND ANSWERS ABOUT THE RESCISSION OFFER

For those shareholders that are being offered rescission, you should read the   
following questions and answers, together with the more detailed information    
regarding the rescission offer and the risk factors set forth elsewhere in this 
offering circular, before deciding whether to accept or reject the rescission   
offer.                                                                          

General                                                                         

Q: Why are we making the rescission offer?                                      

A: In March 2002 through May 2002, our predecessor, Nexgen VIII, sold an        
aggregate of 219,000 shares pursuant to a private placement offering. Our       
current management was not involved in said offering but was advised that the   
private placement was made pursuant to Rule 504, promulgated pursuant to        
Regulation D of the Securities Act of 1933, as amended (the "Act"). At the time 
of the issuances in March through May 2002, there was no written agreement      
between Nexgen and us. However, Nexgen's plan was to merge with Spongetech      
International, Ltd. and therefore Nexgen had a specific plan to engage in a     
merger with an identified company, Spongetech International, Ltd., as permitted 
by Rule 504(a)(3). This rule prohibits the use of an offering under Rule 504 if 
the issuer intends "to engage in a merger or acquisition with an unidentified   
company or companies, or other entity or person." Accordingly management        
believed that at the time of the issuances from March through May 2002, Nexgen  
was not a blank check company and was permitted to avail itself of the exemption
provided by Rule 504. Despite the believe that Nexgen was not a blank check     
company at the time of the issuances, Nexgen may have been a blank check company
and as such the reliance on Rule 504 was misplaced and the transaction was not  
exempted pursuant to such Rule 504 and the issuances were made in violation of  
Section 5 of the Act. In order to cure any violation that may have occurred or  
that may have been deemed to have occurred by any regulatory agency, we have    
determined to offer rescission to the shareholders who purchased shares from our
predecessor in March through May 2002. The rescission offer is intended to      
address any federal and state securities laws compliance issues by allowing the 
holders of the shares covered by the rescission offer to rescind the underlying 
securities transactions and sell those securities back to us.                   

Q: Which shares of common stock are included in the rescission offer?           

A: We are offering, upon the terms and conditions described in this prospectus, 
to rescind the sale of 219,000 shares of common stock from shareholders who     
purchased shares of our common stock pursuant to a private placement conducted  
by our predecessor, Nexgen VIII in March 2002 through May 2002. The 219,000     
shares of our common stock subject to the rescission offer are held by 30       
persons.                                                                        

Q: Does the rescission offer comply with Delaware corporation law?              

A: Yes. Section 160(a)(1) of the Delaware Corporation law provides that "no     
corporation shall purchase or redeem its own shares of capital stock for cash or
other property when the capital of the corporation is impaired or when such     
purchase or redemption would cause any impairment of the capital of the         
corporation, except that a corporation may purchase or redeem out of capital any
of its own shares ... if such shares will be retired upon their acquisition and 
the capital of the corporation reduced..." The Company intends to retire all    
shares held by the shareholders who accept the rescission offer. Such shares    
shall become authorized but unissued shares of the Company. To the best of the  
Company's knowledge there is no other applicable minimum capital or reserve     
requirement under federal or state law.                                         

Q: When does the rescission offer expire?                                       

A: Our rescission offer will expire on *, 2006 (30 days after the date hereof), 
in accordance with the laws of Colorado and Texas which require that a          
rescission offer must be accepted within 30 days after the offer.               

Q: What will I receive if I accept the rescission offer?                        

A: If you accept our rescission offer with respect to the common stock you      
purchased, we will repurchase the shares you hold that are subject to the       
rescission offer at the price per share you paid, plus interest at the current  
statutory rate per year, from the date of issuance through the date the         
rescission offer expires.                                                       

     The legal rates of interest for the repurchase of shares will be based on
the state of residence of the stockholder. These interest rates are as follows: 

------------------------------------------------------------------  
State                              Interest Rate                    
------------------------------------------------------------------  
Colorado                           8%                               
------------------------------------------------------------------  
Texas                              6%                               
------------------------------------------------------------------  

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Q: Can you give me an example of what I will receive if I accept the rescission 
offer?                                                                          

A: We will repurchase outstanding shares of common stock subject to the         
rescission offer at the price per share you paid, plus interest at the current  
statutory rate per year, from the date of issuance through the date that the    
rescission offer expires. If you are a resident of Texas and hold 1,000 shares  
of our common stock that you have held for four years that is subject to the    
rescission offer at a per share price of $.01 and you accept our rescission     
offer, you would receive:                                                       

o   The original purchase price = 1,000  x  $.01 = $10.             

o   Plus simple interest at 6% per year for four years =            
$10 x 6% = $.60 x 4 = $2.40.                                

o   For a total of $12.40.                                          

  You will not have any right, title or interest to the shares of common
stock you will be surrendering upon the closing of the rescission offer, and you
will only be entitled to receive the proceeds from our repurchase of the common 
stock, as the case may be.                                                      

Q: Have any officers, directors or 5% stockholders advised Spongetech Delivery  
Systems, Inc. whether they will participate in the rescission offer?            

A: None of our officers, directors or 5% shareholders purchased shares during   
the period from March 2002 through May 2002 and, as a result, none are eligible 
to participate in this offer.                                                   

Q: If I do not accept the offer now, can I sell my shares?                      

A: If you do not accept the rescission offer, you can sell the shares of common 
stock that were subject to the rescission offer without limitation as to the    
number or manner of sale; provided, however, that you will remain subject to any
transfer restrictions entered into with respect to your shares.                 

Q: What do I need to do now to accept or reject the rescission offer?           

A: To accept or reject the rescission offer, you must complete and sign the     
accompanying election form and return it in the enclosed return envelope to     
Spongetech Delivery Systems, Inc., to the attention of Michael Metter, CEO, The 
Empire State Building, 350 Fifth Avenue, Suite 2204, New York, New York 10118,  
as soon as practical but in no event later than *, 2006 (30 days after the date 
hereof). If you are accepting the rescission offer, please also include in your 
return envelope (i) a completed and signed election form (see Appendix A) and   
(ii) a stock power representing the shares you are surrendering for repurchase  
(see Appendix B).                                                               

Q: Can I accept the rescission offer in part?                                   

A: If you accept the rescission offer, then you must accept the rescission offer
of all of the shares of common stock that you purchased in the private          
placement.                                                                      

Q: What happens if I do not return my rescission offer election form?           

A: If you do not return a properly completed election form before the expiration
date of our rescission offer, you will be deemed to have rejected our offer.    

Q: What remedies or rights do I have now that I will not have after the         
rescission offer?                                                               

A: It is unclear whether or not you will have a right of rescission under       
federal securities laws after the rescission offer. Your right of rescission    
created under the Securities Act of 1933 may survive the rescission offer.      
Generally, the federal statute of limitations for noncompliance with the        
requirement to register securities under the Securities Act of 1933 is one year 
from the date of the violation upon which the action to enforce liability is    
based.                                                                          

The state remedies and statutes of limitations vary and depend upon the state in
which you purchased the shares. The following is a summary of the statutes of   
limitations and the effect of the rescission offer for the states in which the  
shares covered by this rescission offer were sold. This summary is not complete.
For a more detailed description of the various state laws governing rescission  
rights in the respective states, see "Rescission Offer--Effect of Rescission    
Offer."                                                                         

Colorado       While residents of Colorado that hold shares covered by the      
           rescission offer may have a right of rescission under federal
               securities laws, we believe that common stock issued by us in the
         state of Colorado were issued pursuant to an exemption from
              registration or qualification under the Colorado Securities Act.

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Texas          While residents of Texas that hold shares covered by the         
           rescission offer may have a right of rescission under federal
               securities laws, we believe that common stock issued by us in the
      state of Texas were issued pursuant to an exemption from
           registration or qualification under the Texas Securities Act.

     We believe that your acceptance of the rescission offer will preclude you
from later seeking similar relief. Regardless of whether you accept the         
rescission offer, we believe that any remedies you may have after the rescission
offer expires would not be greater than an amount you would receive in the      
rescission offer.                                                               

Q: How will the rescission offer be funded?                                     

A: The rescission offer will be funded from a separate segregated account titled
the "Spongetech Delivery Systems, Inc. Rescission Account", which has been      
opened solely for the purpose of funding the rescission offer. The funds in this
account are a portion of a $4,500 loan advanced to us by Robert Rubin on        
February 20, 2006. The Rubin Family Trust owns 21.7% of our outstanding common  
stock. The loan bears no interest and is payable on demand. The funds in this   
account will not be used for any other purpose. Upon expiration of the          
rescission offer, any remaining balance will be contributed to our capital. As  
of the date of this filing, the amount to be paid pursuant to the rescission    
offer is $2,883, including accrued interest of $692.80. If all of the           
shareholders entitled to rescission accepts our rescission offer, then the funds
which are being used to fund the rescission offer, which otherwise may have     
become available to us to fund our operations, will not be so available. If the 
rescission offer is partially accepted then we will not be able to utilize these
funds not accepted in the rescission to fund our operations. In view of our     
limited cash position, the acceptance of any part of the rescission offer could 
significantly affect our operations.                                            

Q: Can I change my mind after I have mailed my signed election form?            

A: Yes. You can change your decision about accepting or rejecting our rescission
offer at any time before the expiration date. You can do this by completing and 
submitting a new election form. Any new election forms must be received by us   
prior to the expiration date in order to be valid. We will not accept any       
election forms after the expiration date.                                       

Q: Who can help answer my questions?                                            

A: You can call Michael Metter, CEO at Spongetech Delivery Systems at (212)     
594-4175, with questions about the rescission offer.                            

Q: Where can I get more information about Spongetech Delivery Systems?          

A: You can obtain more information about Spongetech Delivery Systems by         
contacting our Michael Metter, CEO at Spongetech Delivery Systems at (212)      
594-4175.                                                                       

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 SELECTED FINANCIAL DATA

The selected statement of operations data for the two fiscal years ended May 31,
2005 and 2004 and the following selected balance sheet data as of November 30,  
2005 are derived from our audited financial statements included elsewhere in    
this prospectus and have been audited by Drakeford & Drakeford, LLC. The        
financial data set forth below should be read in conjunction with "Management's 
Discussion and Analysis of Financial Condition and Results of Operations" and   
the financial statements and notes thereto appearing elsewhere in the           
prospectus.                                                                     

 SPONGETECH DELIVERY SYSTEMS, INC.
STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]

                                     For the                            For the            
                                Six Months Ended                    year ended             
                                    November 30,                          May 31,          
                          ------------------------------    ------------------------------ 
                              2005              2004            2005              2004     
                          ------------      ------------    ------------      ------------ 
                          (unaudited)        (unaudited)                                   
                                                                                           
Sales                     $      2,974      $          0    $      1,051      $      1,858 

Cost of goods sold               1,158                 0           1,012             1,600 
                          ------------      ------------    ------------      ------------ 
Gross profit (loss)              1,816                 0              39               258 
                          ------------      ------------    ------------      ------------ 

Total operating expenses         29,246            17,172          58,738         2,051,772

Other Income                                                                               
and expenses net                                                                     5,012 
                          ------------      ------------    ------------      ------------ 

Net loss                  $    (27,430)     $   (17,172)   $    (58,699)     $ (2,056,526) 
                          ============      ============    ============      ============ 

Net loss per share -                                                                       
   basic and diluted      $       (.00)     $       (.00)   $       (.00)     $       (.01)
                          ============      ============    ============      ============ 

Weighted average common                                                                    
   shares outstanding       33,733,626        18,766,000      26,249,813        18,766,000 
                          ============      ============    ============      ============ 

                                               As of November 30, 2005
                                              Actual As Adjusted
                                              For Minimum Offering
Balance Sheet Data                                                              
Cash and cash equivalents                      $        466        $    380,466 
Working capital                                $   (137,325)       $    242,675 
Total Assets                                   $     31,491        $    411,491 
Total Liabilities                              $    142,411        $    142,411 

Stockholders' Equity (Deficiency)              $   (113,110)       $   269,080  

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RISK FACTORS

Our business involves a high degree of risk. Potential investors should         
carefully consider the risks and uncertainties described below and the other    
information in this prospectus before deciding whether to invest in shares of   
our common stock. If any of the following risks actually occur, our business,   
financial condition, and results of operations could be materially and adversely
affected. This could cause the trading price of our common stock to decline,    
with the loss of part or all of an investment in the common stock.              

Risks Related to the Rescission Offer                                           

WE MAY CONTINUE TO HAVE POTENTIAL LIABILITY EVEN AFTER THIS RESCISSION OFFER IS 
MADE.                                                                           

    Our predecessor, Nexgen Acquisitions VIII, sold 219,000 shares of common
stock to 30 investors in connection with a private placement during the period  
from March 2002 through May 2002 that may be deemed to have not been exempt from
the registration or qualification requirements under the securities laws of     
certain states and/or the registration and qualification requirements under the 
Securities Act of 1933. In order to address these issues, we are making the     
rescission offer to all holders of any shares subject to rescission. However,   
the Securities Act of 1933 does not provide that a rescission offer will        
extinguish a holder's right to rescind the issuance of shares that were not     
registered or exempt from the registration requirements under the Securities Act
of 1933. Consequently, should any recipients of our rescission offer reject the 
offer, expressly or impliedly, we may remain liable under the Securities Act of 
1933 for the purchase price of the shares that are subject to the rescission    
offer. While we believe the shareholders who are residents of Colorado and Texas
may have a right of rescission under federal securities laws, we believe that   
the shares issued by us in these states were issued pursuant to an exemption    
from registration or qualification available to us under applicable state       
securities laws. It is possible shareholders who acquired shares of our common  
stock that are subject to the rescission offer, may continue to have rights     
under common law or fraud in the state in which the potential securities        
violation with respect to your shares occurred. If a court were to impose a     
greater remedy, our liability as a result of the potential securities violations
would be higher. In addition, if all our shareholders who are entitled to       
rescission accept our rescission offer, based upon calculations as of the date  
of this filing, the total amount including interest is $2,833. In view of our   
limited cash position, this could have a significant impact on our business     
operations. The funds set aside for the rescission is unavailable to us to fund 
our overhead, manufacturing and operating costs. If we are unable to fund such  
costs, our business will fail.                                                  

YOUR FEDERAL RIGHT OF RESCISSION MAY NOT SURVIVE IF YOU AFFIRMATIVELY REJECT OR 
FAIL TO ACCEPT THE RESCISSION OFFER.                                            

If you affirmatively reject or fail to accept the rescission offer, it is       
unclear whether or not you will have a right of rescission under federal        
securities laws after the expiration of the rescission offer. Your right of     
rescission created under the Securities Act of 1933 may survive the rescission  
offer.                                                                          

WE CANNOT PREDICT WHETHER THE AMOUNTS YOU WOULD RECEIVE IN THE RESCISSION OFFER 
WOULD BE GREATER THAN THE FAIR MARKET VALUE OF OUR SECURITIES.                  

    The amount you would receive in the rescission offer is fixed and is not
tied to the fair market value of our common stock at the time the rescission    
offer closes. As a result, if you accept the rescission offer, you may receive  
less than the fair market value of the securities you would be tendering to us. 

IF YOU DO NOT ACCEPT THE RESCISSION OFFER, YOUR SHARES, ALTHOUGH FREELY         
TRADEABLE, MAY STILL REMAIN SUBJECT TO LIMITATION ON RESALES.                   

If you affirmatively reject the rescission offer or fail to accept the          
rescission offer before the expiration of the rescission offer, your shares will
be registered under the Securities Act of 1933 and will be fully tradeable,     
subject to any applicable limitations set forth in Rule 144 under the Securities
Act of 1933.                                                                    

Risks relating to our Business                                                  

WE HAVE A HISTORY OF LOSSES SINCE OUR INCEPTION WHICH MAY CONTINUE. IF WE       
CONTINUE TO EXPERIENCE LOSSES, WE WILL BE UNABLE TO FUND ANY OF OUR SALES AND   
MARKETING AND RESEARCH AND DEVELOPMENT ACTIVITIES. AS A RESULT WE MAY BE FORCED 
TO CEASE OUR OPERATIONS WHICH WOULD CAUSE INVESTORS TO LOSE THEIR ENTIRE        
INVESTMENT.                                                                     

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We incurred net losses of $58,699 and $2,056,526 for the years ended May 31,    
2005 and 2004, respectively. As of November 30, 2005 we have a working capital  
deficit of $137,325. Because of these conditions, we will require additional    
working capital to develop our business operations. We have not achieved        
profitability and we can give no assurances that we will achieve profitability  
within the foreseeable future, as we fund operating and capital expenditures, in
such areas as sales and marketing and research and development. We cannot assure
investors that we will ever achieve or sustain profitability or that our        
operating losses will not increase in the future. If we continue to incur       
losses, we will not be able to fund any of our sales and marketing and research 
and development activities, and we may be forced to cease our operations. If we 
are forced to cease operations, investors will lose the entire amount of their  
investment.                                                                     

WE HAVE A LIMITED OPERATING HISTORY AND MAY NOT GENERATE ENOUGH REVENUES TO STAY
IN BUSINESS.                                                                    

We were organized in July 1999 and have had limited operations since our        
inception from which to evaluate our business and prospects. There can be no    
assurance that our future proposed operations will be implemented successfully  
or that we will ever have profits. Our limited financial resources are          
significantly less than those of other companies, which can develop alternatives
to our current and pending product lines in the U.S. If we are unable to sustain
our operations, you may lose your entire investment. We face all the risks      
inherent in a new business, including the expenses, difficulties, complications 
and delays frequently encountered in connection with conducting operations,     
including capital requirements and management's potential underestimation of    
initial and ongoing costs. In evaluating our business and prospects, these      
difficulties should be considered. If we are unable to achieve profitability we 
will be forced to curtail our operations and go out of business.                

WE NEED SIGNIFICANT INFUSIONS OF ADDITIONAL CAPITAL, WHICH MAY RESULT IN        
DILUTION TO YOUR OWNERSHIP AND VOTING RIGHTS IN US.                             

Based upon our current cash reserves and forecasted operations, we believe that 
we will need to obtain at least $500,000 in outside funding to implement our    
plan of operation over the next twelve months. Our need for additional capital  
to finance our business strategy, operations, and growth will be greater should,
among other things, revenue or expense estimates prove to be incorrect. If we   
fail to arrange for sufficient capital in the future, we may be required to     
reduce the scope of our business activities in the areas of marketing and       
research and development until we can obtain adequate financing. We may not be  
able to obtain additional financing in sufficient amounts or on acceptable terms
when needed, which could adversely affect our operating results and prospects   
and force us to curtail our business operations. Debt financing must be repaid  
regardless of whether or not we generate profits or cash flows from our business
activities. Equity financing may result in dilution to existing stockholders and
may involve securities that have rights, preferences, or privileges that are    
senior to our common stock. If we do not receive funding at lower prices, this  
will have a dilutive effect on the value of our securities issued at higher     
prices. Further, the sale, or potential sale of large amounts of our securities 
will, in all likelihood, have a depressive effect on the price of our securities
which will affect the value of your investment.                                 

OUR INDEPENDENT AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO  
CONTINUE AS A GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE      
FINANCING AND WHICH MAY FORCE US TO CEASE OPERATIONS.                           

In their report dated September 15, 2005, our independent auditors stated that  
our financial statements for the year ended May 31, 2005 were prepared assuming 
that we would continue as a going concern. Our ability to continue as a going   
concern is an issue raised as a result of recurring losses from operations and  
cash flow deficiencies since our inception. We continue to experience net       
losses. Our ability to continue as a going concern is subject to our ability to 
generate a profit and/or obtain necessary funding from outside sources,         
including obtaining additional funding from the sale of our securities,         
increasing sales or obtaining loans and grants from various financial           
institutions where possible. If we are unable to continue as a going concern,   
you may lose your entire investment.                                            

WE HAVE DEFAULTED ON OUR LICENSE IN THE PAST AND IF WE DEFAULT AGAIN, OUR       
LICENSOR COULD TERMINATE OUR LICENSE WHICH COULD CAUSE OUR BUSINESS TO FAIL.    

We rely on our license agreement with Dicon for the development of our products.
Our principal product and our products that are under development utilize the   
hydrophilic sponge technology that we license from Dicon. In addition, we rely  
on Dicon to protect and enforce key patents held by Dicon, relating to the      
hydrophilic technology. Dicon's patent expires in 2017. In the past, we have    
defaulted on the license by not meeting our minimum supply requirements. If we  
default again, Dicon may terminate the agreement or make the license            
non-exclusive. If we lose our license, we may not be able to make alternative   
arrangements on terms acceptable to us, or at all. We do not currently have any 
alternative plans for which to purchase hydrophilic sponges. Any loss of our    
license could materially adversely affect our business, financial condition and 
results of operations. The loss of our license and the inability to obtain      
alternative arrangements for our currently contemplated products or a different 
product line will cause our business to fail. Our exclusive license is limited  
to one function. If we are unable to expand this license to other areas, our    
growth will be significantly limited.                                           

Our license agreement with Dicon is limited to hydrophilic sponges used to clean
and polish land, sea and air transportation vehicles. Our business plan calls   
for us to expand our product line using hydrophilic sponges into the areas of   
personal hygiene and household cleaning. Although Dicon has orally indicated    
that it will agree to expand our license to cover personal hygiene and household
cleaning products and has produced samples of both products for us, we have no  
written assurances that Dicon will expand our exclusive license to include      
additional product lines. If Dicon refuses to expand our license, we will be    
unable to expand into new areas and our growth will be limited.                 

WE DEPEND ON PRODUCTS MADE USING ONE TECHNOLOGY; AND PRODUCTS USING DIFFERENT   
TECHNOLOGIES MAY ATTRACT CUSTOMERS JEOPARDIZING OUR BUSINESS PROSPECTS.         

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Our cleaning products depend on the use of licensed technology relating to      
sponges incorporating a hydrophilic (liquid absorbing) polyurethane matrix. A   
number of factors could limit our sales of these products, or the profitability 
of such sales, including competitive efforts by other manufacturers of similar  
products, shifts in consumer preferences or the introduction and acceptance of  
alternative product offerings. We have not developed products using other       
technologies; and, thus, if our existing products or others based on the same   
technology fail in the marketplace, we may be forced to cease all operations.   

OUR LICENSOR MAY NOT BE SUCCESSFUL IN DEFENDING THE PATENTS ON OUR LICENSED     
TECHNOLOGY AGAINST INFRINGEMENT; AND, AS A RESULT, WE MAY BE UNABLE TO COMPETE  
AGAINST COMPANIES SELLING PRODUCTS USING THE SAME TECHNOLOGY AS WE DO.          

In the event a competitor infringes upon our licensed technology, our licensor  
may be unable to successfully assert patent infringement claims. In that event, 
we may encounter direct competition using the same technology on which our      
products are based and we may be unable to compete. If we cannot compete with   
competitive products, our business will fail. In addition, if any third party   
claims that our licensed products are infringing their intellectual property    
rights, any resulting litigation could be costly and time consuming and would   
divert the attention of management and key personnel from other business issues.
We also may be subject to significant damages or injunctions preventing us from 
selling or using some aspect of our products in the event of a successful patent
or other intellectual property infringement claim. We may not have sufficient   
capital to pay damages or if we do have sufficient capital, utilizing this      
capital to pay damages will divert capital away from our business which is      
critically needed to develop our business and products. Any of these events     
could have a material adverse effect on our business and profitability and cause
us to curtail operations and cease our business. If we are enjoined from using  
our licensed technology we will be forced to cease operations and go out of     
business, as a result, investors will lose their entire investment.             

THROUGHOUT OUR SALES HISTORY, WE HAVE DEPENDED ON ONE CUSTOMER FOR ALMOST ALL OF
OUR SALES. IF THAT CUSTOMER DOES NOT GIVE US REPEAT ORDERS, WE WILL NOT BE ABLE 
TO CONTINUE IN BUSINESS.                                                        

We have historically depended on one customer for almost all of our sales.      
Specifically, in 2003, our most recent year of active operations, we sold an    
aggregate of approximately 153,000 sponges to TurtleWax, which represented      
approximately 75% of our orders. These sales to TurtleWax resulted in net sales 
of approximately $291,000 during the year ended May 31, 2003. Our last sale to  
TurtleWax was in May 2003. TurtleWax has not placed any orders with us since    
that time. While we remain in contact with TurtleWax and continue to have       
discussions with them, we have not pursued sales to TurtleWax due to our lack of
proper funding. This is due to that fact that TurtleWax orders require us to    
have product on an in-stock basis so that we can immediately ship to them upon  
receiving orders. We are currently exploring ways to market our automobile      
cleanser and wax product, children's bath and home cleaning products through    
various marketing channels. If we are unable to expand our client and sales     
base, we may have no existing business or prospects for new business and our    
business could fail.                                                            

WE DEPEND ON THE EFFORTS OF INDEPENDENT SALES PERSONS TO GENERATE SALES OF OUR  
PRODUCTS.                                                                       

We do not have a sales staff devoted to generating sales of our products.       
Instead, we rely on the efforts of independent sales groups, who are retained on
a non-exclusive basis. These independent sales persons may not devote a         
significant amount of time to promoting our products or may focus their efforts 
on other products which may result in them receiving a bigger sales commission. 
We have no control over these sales persons. If these sales persons are not able
to generate significant sales for our products, we will be forced to curtail our
operations and go out of business.                                              

WE DEPEND ON ONE MANUFACTURER FOR ALL OUR PRODUCTS; AND IF THAT MANUFACTURER IS 
UNWILLING OR UNABLE TO PRODUCE OUR ORDERS IN THE QUANTITIES REQUIRED AND AT THE 
PRICE AND QUALITY WE REQUIRE FOR SALES, WE WILL BE UNABLE TO CONTINUE IN        
BUSINESS.                                                                       

Our licensor is also our manufacturer. Our reliance on a sole supplier involves 
several risks, including our potential inability to obtain adequate supplies and
reduced control over pricing and timely delivery. Although the timeliness,      
quality and pricing of deliveries from our licensor has been acceptable to date 
there can be no assurance that supplies will be available on an acceptable basis
or that delays in obtaining new suppliers will not have an adverse effect on us.
If we lose this manufacturer there is no guarantee that we will be able to make 
alternate arrangements that will be acceptable to us. The success of our        
business will depend on our ability to obtain adequate supplies of hydrophilic  
sponges, chemicals, packaging materials, or finished products. Since we are     
dependent on Dicon for our all of our products, a failure by Dicon to deliver   
products when ordered will prevent us from fulfilling orders and would result in
us being unable to timely fill purchase orders. If we are not able to timely    
deliver on purchase orders, we may experience a reduction in the number of      
orders, which will negatively affect our business. If delays are persistent,    
some of our purchasers may determine not to place future orders with us which   
will result in a reduction in our profits and will cause us to cease operations 
and go out of business.                                                         

THE MARKETPLACE MAY BE INDIFFERENT TO OUR PRODUCTS; IN WHICH CASE OUR BUSINESS  
WILL FAIL.                                                                      

Our hydrophilic sponges, and products based on them, feature an internal        
structure which holds detergents and waxes which are released only when         
squeezed. However, potential users may be satisfied with the cleaners, waxes and
applicators they are presently using. Thus, we may expend our financial and     
personnel resources on design, marketing and advertising without generating     
concomitant revenues. If we cannot generate sufficient revenues to cover our    
overhead, manufacturing and operating costs, our business will fail.            

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COMPLIANCE WITH GOVERNMENTAL REGULATIONS AND IMPLEMENTATION OF ANY LAW OR       
CONSTRUCTION OF ANY CURRENT LAW WHICH HAS THE EFFECT OF MAKING IT MORE COSTLY TO
PRODUCE OUR PRODUCTS MAY DETRIMENTALLY AFFECT OUR ABILITY TO PRODUCE AND SELL   
OUR PRODUCTS WHICH WILL CAUSE US TO CURTAIL OUR OPERATIONS AND CEASE OUR        
BUSINESS.                                                                       

Our cleaning products may be regulated by the Consumer Product Safety Commission
under authority of the Hazardous Substances Act. The Consumer Product Safety    
Commission's jurisdiction covers most non-cosmetic, non-drug substances used in 
the home. The Federal agency develops voluntary standards with industry and     
issues and enforces mandatory standards or bans consumer products if no feasible
standard would adequately protect the public. It conducts research on potential 
product hazards and obtains the recall of products that it believes pose        
potential risk for serious injury or death, or arranges for their repair.       
Additionally, the Consumer Product Safety Commission informs and educates       
consumers through the media, state and local governments, private organizations 
and by responding to consumer inquiries on, among other things, what safety     
features to look for in products. We do not believe that we are currently       
subject to any other direct federal, state or local regulation except in        
connection with regulations applicable to businesses generally or directly      
applicable to retailing or electronic commerce. However, from time to time in   
the future, Congress, the FDA or any other federal, state, local or foreign     
legislative and regulatory authorities may impose additional laws or regulations
that apply to us, repeal laws or regulations that we consider favorable to us or
impose more stringent interpretations of current laws or regulations. If these  
agencies determine to implement any law, or construe any current law in such a  
way which will make it more costly to produce our products, we may be forced to 
reduce our business and cease operations. In addition, if any of these agencies 
determine that there is no feasible way to adequately protect the public from   
any of our products, we will immediately be forced to curtail our business. Any 
such developments could detrimentally affect our ability to sell our products   
and become profitable and cause our business to fail.                           

IF WE FAIL TO PAY OUR FRANCHISE TAXES AND TO TIMELY FILE A RENEWAL AND REVIVAL  
AND ANOTHER CORPORATION SHALL ADOPT A NAME THAT IS SIMILAR AND/OR               
INDISTINGUISHABLE FROM OUR NAME, WE COULD LOSE THE RIGHT TO USE OUR NAME AND    
WILL BE REQUIRED TO SEEK A RENEWAL AND REVIVAL OF OUR CERTIFICATE OF            
INCORPORATION UNDER ANOTHER NAME.                                               

On March 1, 2004, our Certificate of Incorporation was voided by the State of   
Delaware for non-payment of franchise taxes in the amount of $114.40, including 
interest, fees and penalties for 2002 and $164.49, including taxes, fees and    
penalties for 2003, which outstanding amounts were paid on June 27, 2005. Our   
Certificate of Incorporation was renewed and revived, effective February 29     
2004. The revival has the effect of validating all actions taken by our officers
and directors pursuant to the Certificate of Incorporation during the period    
when we were voided. If we fail to pay our franchise taxes and to timely file a 
renewal and revival and another corporation shall adopt a name that is similar  
and/or indistinguishable from our name, we could lose the right to use our name 
and will be required to seek a renewal and revival of our Certificate of        
Incorporation under another name. This could result in the loss of any good will
and recognition which has been established with respect to our name.            

OUR OFFICERS AND DIRECTORS ARE INVOLVED IN OTHER BUSINESSES WHICH MAY CAUSE THEM
TO DEVOTE LESS TIME TO OUR BUSINESS.                                            

Michael Metter, our President and Chief Executive Officer, serves a director and
officer for other companies. In addition to serving as our President and Chief  
Executive Officer, Mr. Metter also serves as the President and Chief Executive  
Officer of BusinessTalk Radio.net, Chairman of Tiburon Capital Group, a         
privately held holding corporation and Vice-President of ERC Corp., a           
privately-held marketing consultant. Mr. Metter devotes 10 hours each week,     
constituting 20% of his time, to our business. Mr. Moskowitz, our Chief         
Financial Officer and Secretary, also serves as a director and officer for other
companies. Mr. Moskowitz also serves as the CEO and President of Azuel, Ltd, a  
publicly traded entity and Vice President of ERC Corp., a privately-held        
marketing consultant. Mr. Moskowitz devotes 40 hours each week, constituting 75%
of his time, to our business. Mr. Lazaukas, one of our directors, serves also as
President of FJL Enterprises, Inc. and TNJ Enterprises, Inc., which own and     
operate eight Dominos Pizza Stores. Our officers' and directors' involvement    
with other businesses may cause them to allocate their time and services between
us and other entities. Consequently, they may give priority to other matters    
over our needs which may materially cause us to lose their services temporarily 
which could affect our operations and profitability.                            

Risks Related to This Offering                                                  

OUR COMMON STOCK AND REDEEMABLE CLASS A WARRANT PRICES MAY FALL UPON THE FUTURE 
SALE OF ADDITIONAL SHARES OF OUR COMMON STOCK.                                  

Future sales of our common stock in the public market, or even the possibility  
of such sales, may materially and adversely affect the market price of our      
common stock and redeemable class A warrants. There were 33,952,636 shares of   
common stock outstanding before this offering. Substantially all of such shares 
are "restricted securities" within the meaning of Rule 144 of the Securities Act
of 1933. All of these restricted shares of our common stock will become eligible
for resale under Rule 144 within one year from the day hereof. The sale of large
amounts of shares into the market within a short period of time may have the    
impact of lowering the value of shares outstanding at the time. This will cause 
our shareholders to experience a decrease in the value of the shares which are  
held by them.                                                                   

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INVESTORS WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION OF OUR COMMON      
STOCK'S BOOK VALUE.                                                             

If you purchase our units in this offering, the net tangible book value of the  
common stock will experience immediate and substantial dilution. Giving effect  
to the sale of the minimum number of offered units, we would have a net tangible
book value of approximately $.007 per share so that persons purchasing units in 
this offering would suffer an immediate dilution of $.243 per share or 97% from 
the offering price of $0.25 per unit. Giving effect to the sale of the maximum  
number of units offered, our net tangible book value would be approximately     
$.042 per share or dilution to you of $.208 per share or 83% of the public      
offering price. See "Dilution."                                                 

Redemption of redeemable class A warrants could deprive you of your right to    
exercise your warrants or may force you to exercise your warrants at a time when
you may not be able to maximize the return on your investment or result in a    
return well below your expectations.                                            

The redeemable class A warrants are redeemable by us, at a redemption price of  
$.001 per warrant, upon at least 30 days' prior written notice, commencing on   
__________, 2006 (six months after the date hereof), if the average of the      
closing high bid prices of the common stock exceeds $1.00 for five consecutive  
trading days ending on the third day prior to the date on which notice took     
effect. If the redeemable class A warrants are redeemed, the holders will lose  
their right to exercise their warrants except during such 30 day redemption     
period. Redemption of the redeemable class A warrants could force the holders to
exercise the warrants at a time when it may be disadvantageous for the holders  
to do so or to sell the warrants at the then current market value. This will    
cause our shareholders to experience a return on their investment below their   
expectations.                                                                   

UNLESS THE PRICE OF OUR COMMON STOCK TRADES ABOVE $0.50, YOU MAY NEVER HAVE AN  
OPPORTUNITY TO EXERCISE YOUR REDEEMABLE CLASS A WARRANTS, RESULTING IN A        
COMPLETE LOSS OF THEIR VALUE.                                                   

The redeemable class A warrants are exercisable at a price of $0.50 per share.  
Unless our common stock trades above that price, you will have no incentive to  
exercise the warrants. If our common stock does not trade above $0.50 per share 
within five years, there would be no reason for you to exercise the warrants and
they will become worthless.                                                     

SALES BY SELLING SECURITY HOLDERS MAY HAVE A DEPRESSIVE EFFECT ON THE MARKET    
PRICE OF OUR SECURITIES WHICH MAY REDUCE THE VALUE OF YOUR INVESTMENT.          

This prospectus relates to the sale by us of Units and to the resale of up to   
3,625,969 additional shares that are held by certain stockholders identified in 
this prospectus. There is currently no public market for our securities. Sales  
by the selling shareholders may have a depressive effect on the market price of 
our securities and may make it more difficult for us to complete our Offering.  
It may also have the effect of reducing the value of your investment. In        
addition if our common stock is listed on the OTC Bulletin Board and selling    
stockholders can sell at prevailing market prices, this may undercut the price  
at which we are offering our shares, which must be sold at a fixed price for the
duration of the Offering.                                                       

Risks Related to Our Common Stock                                               

THERE IS PRESENTLY NO MARKET FOR OUR COMMON STOCK. ANY FAILURE TO DEVELOP OR    
MAINTAIN A TRADING MARKET COULD NEGATIVELY AFFECT THE VALUE OF OUR SHARES AND   
MAKE IT DIFFICULT OR IMPOSSIBLE FOR YOU TO SELL YOUR SHARES.                    

Prior to this offering, there has been no public market for our common stock and
a public market for our common stock may not develop upon completion of this    
offering. Failure to develop or maintain an active trading market could         
negatively affect the value of our shares and make it difficult for you to sell 
your shares or recover any part of your investment in us. Even if a market for  
our common stock does develop, the market price of our common stock may be      
highly volatile. In addition to the uncertainties relating to our future        
operating performance and the profitability of our operations, factors such as  
variations in our interim financial results, or various, as yet unpredictable   
factors, any of which are beyond our control, may have a negative effect on the 
market price of our common stock. In addition, if our Common Stock is quoted on 
the OTC Bulletin Board and the Selling Stockholders can sell their shares at the
market price, this may undercut the price at which we are offering our shares   
which are required to be sold at a fixed price for the duration of this         
Offering.                                                                       

OUR CONTROLLING SHAREHOLDERS MAY EXERCISE SIGNIFICANT CONTROL OVER US FOLLOWING 
THIS OFFERING, DEPRIVING OTHER STOCKHOLDERS OF THE ABILITY TO ELECT DIRECTORS OR
EFFECT OTHER CORPORATE ACTIONS, AND INVESTORS MAY NOT HAVE A VOICE IN OUR       
MANAGEMENT.                                                                     

The shares offered in this prospectus represent a minority portion of our       
outstanding voting shares. Before this offering, our directors, executive       
officers and principal shareholders beneficially owned approximately 76% of the 
outstanding shares of our common stock. Following this offering, they will      
beneficially own approximately 72% of our outstanding shares assuming completion
of the minimum offering, or approximately 61% if the maximum offering is sold.  
Our shareholders do not have cumulative voting rights with respect to the       
election of directors. If our principal shareholders vote together, they could  
effectively elect all of our directors.                                         

OUR CHIEF FINANCIAL OFFICER AND SECRETARY, STEVEN MOSKOWITZ, SERVES AS PRESIDENT
AND CEO OF AZUREL, LTD. A PUBLICLY TRADED ENTITY THAT BECAME DELINQUENT IN ITS  
FILING OBLIGATIONS. IN ADDITION, CERTAIN OF OUR OTHER OFFICERS AND DIRECTORS    
WERE PREVIOUSLY AFFILIATED WITH AZUREL, LTD.                                    

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Michael Metter, our President and a director and Frank Lauzaskas, one of our    
directors, were previously executive officers and directors of Azurel Ltd., a   
publicly traded entity. Steven Moskowitz, our Chief Financial Officer, Secretary
and director serves also as President and CEO of Azurel. Azurel is delinquent in
its reporting requirements with the SEC in that it has failed to file any of its
required quarterly and annual reports since the filing of its Annual Report on  
Form 10-KSB for the year ended December 31, 2002. On January 31, 2006, Azurel   
terminated its obligation to file reports by filing a Form 15 with the          
Securities and Exchange Commission. If we were to become delinquent in our      
filing obligations under the federal securities laws, the Securities and        
Exchange Commission may halt trading in the Company's securities which would    
strongly reduce the value of the securities offered hereby.                     

 USE OF PROCEEDS

If the minimum number of units are sold, we estimate that we will receive net   
proceeds of approximately $380,000 ($500,000 of gross proceeds, less offering   
expenses of approximately $120,000) from our sale of the 2,000,000 units offered
by us. If the maximum number of units are sold, we estimate that we will receive
net proceeds of approximately $1,880,000 ($2,000,000 of gross proceeds, less    
offering expenses of approximately $120,000) from our sale of the 8,000,000     
units offered by us. This estimate is based on an initial public offering price 
of $0.25 per unit and is before deduction for any commissions or non-accountable
expenses we may pay to registered broker-dealers, if any. We currently have no  
plans, arrangements or agreements to offer any units through registered         
broker-dealers.                                                                 

We expect to use the net proceeds of the offering for the following purposes    
(1):                                                                            

                       Minimum         50%          75%        Maximum
Product development (2)   $  100,000   $  300,000   $  400,000   $  600,000     
Salaries(3)                      -0-          -0-      275,000      350,000     
Marketing (4)                100,000      300,000      400,000      600,000     
Payment of accounts          100,000      100,000      100,000      100,000     
payable                                                                 
Purchase of inventory         25,000       50,000       75,000      100,000     
Working capital (5)           55,000      130,000      130,000      138,000     

        Total        $  380,000   $  880,000   $1,380,000   $1,880,000

(1) Assumes that all product development, marketing and accounts payable come   
from the "best efforts" offering and not from operations.                       

(2) Consist primarily of updated packaging, artwork and molds for different size
products.                                                                       

(3) In the event the 75 % or the maximum number of Units is sold in the         
offering, we intend to start paying salaries to our President, Michael Metter   
and our Secretary and Treasurer, Steven Moskowitz. In addition, if we raise the 
maximum offering, we intend to hire a National sales representative and a       
technology and EDI person. If we raise 75% of the offering we intend to only    
hire a technology and EDI person. If we raise the maximum, we estimate that we  
will pay an annual salary of $100,000 to Michael Metter, $75,000 to Steve       
Moskowitz, $50,000 to our technology person, $50,000 to our EDI person and      
$75,000 to our national sales representative. If we raise 75% of the offering,  
we estimate that we will pay an annual salary of $100,000 to Michael Metter,    
$75,000 to Steve Moskowitz, $50,000 to our technology person, and $50,000 to our
EDI person.                                                                     

(4) Marketing will include infomercials, brochures, advertising in automobile   
magazines, via the internet and at trade shows.                                 

(5) General overhead expenses, including, but not limited to, office supplies,  
overnight delivery services, mail, telephones, insurance , legal and accounting 
fees. If we raise the minimum amount in this offering, we estimate that we will 
use the amount allocated for working capital as follows: $9,000 for insurance,  
$19,000 for legal fees, $19,000 for accounting fees and $5,000 for office       
supplies, overnight delivery services, mail, telephones and other miscellaneous 
expenses and $3,000 to fund the rescission offer outlined in this prospectus. If
we raise the maximum amount in this offering, we estimate that we will use the  
amount allocated for working capital as follows: $30,000 for insurance, $50,000 
for legal fees, $50,000 for accounting fees and $8,000 for office supplies,     
overnight delivery services, mail, telephones and other miscellaneous expenses. 

We believe that the net proceeds from the minimum offering will be sufficient to
continue the development of our proposed business for the next 12 months but not
enough to expand our business plan. We believe that net proceeds from the       
maximum offering will enable us to increase our marketing efforts. Pending      
maximum use of the proceeds from the Units sold by us pursuant to this Offering,
as set forth above, we may invest a portion of such proceeds in short-term,     
interest-bearing securities, U.S. Government securities, money market           
investments and short-term, interest-bearing deposits in major banks. Our       
ability to continue the development of our business is dependent on the receipt 
of the net proceeds from the Units sold by us pursuant to this Offering.        

We will not receive any proceeds from the 3,625,969 additional shares of common 
stock that are being offered for sale by the selling stockholders under this    
prospectus.                                                                     

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Securities                                                           

There is no market for our common stock.                                        

As of February 9, 2006, there were approximately 50 holders of record of our    
common stock.                                                                   

We have appointed Olde Monmouth Stock Transfer Co, Inc., Atlantic Highlands, NJ,
as transfer agent for our shares of common stock.                               

Equity Compensation Plan Information                                            

Currently, we do not have any equity compensation plans in place.               

 DIVIDEND POLICY

We have not paid any cash dividends on our common stock and we currently intend 
to retain any future earnings to fund the development and growth of our         
business. Any future determination to pay dividends on our common stock will    
depend upon our results of operations, financial condition and capital          
requirements, applicable restrictions under any credit facilities or other      
contractual arrangements and such other factors deemed relevant by our Board of 
Directors.                                                                      

DILUTION

The difference between the public offering price per share of common stock,     
assuming no value is attributed to the warrants included in the units, and the  
pro forma net tangible book value per share of our common stock after this      
offering constitutes the dilution to investors in this offering. Net tangible   
book value per share is determined by dividing our net tangible book value,     
which is our total tangible assets less total liabilities (including the value  
of common stock which may be converted into cash), by the number of outstanding 
shares of our common stock.                                                     

At November 30, 2005, our net tangible book value was a deficiency of           
($110,920), or approximately ($0.003) per share of common stock. After giving   
effect to the sale of the minimum offering of 2,000,000 shares of common stock  
included in the units, and the deduction of estimated expenses of this offering,
our pro forma net tangible book value at November 30, 2005, would have been     
$269,080 or $0.007 per share, representing an immediate increase in net tangible
book value of $0.010 per share to the initial stockholders and an immediate     
dilution of $.243 per share to new investors.                                   

The following table illustrates the dilution to the new investors on a per-share
basis, assuming no value is attributed to the warrants included in the Units:   

Public Offering Price                                            $        .25   
Net Tangible book value before this                                             
offering                                      $     (0.003)                     
Increase attributable to new investors        $       .010                      
                                           ------------       ------------
Pro forma net tangible book value after                          $       .007   
this offering                                                                   
                                           ------------       ------------
Dilution to new investors                                        $       .243   
                                                              ============

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The pro forma net tangible book value after the offering is calculated as       
follows:                                                                        

Numerator:                                                                      
 Net tangible book value (deficiency) before this offering       $ (110,920)
Proceeds from the offering (minimum)                               380,000
                                                                ----------
                                                                   269,080

Denominator:                                                                    
 Shares of common stock outstanding prior to this offering        33,952,636
 Shares of common stock included in the units offered(minimum)     2,000,000
                                                                 -----------
                                                                  35,952,636

The following illustrates dilution at varying levels of proceeds from the       
Offering                                                                        

                                                        [Enlarge/Download Table]

                                                  ASSUMING                      ASSUMING
                                                  MINIMUM     50% of  75% of    MAXIMUM 
                                                  OFFERING  OFFERING  OFFERING  OFFERING
                                                  --------  --------  -------   ------- 
                                                                                        
Public offering price per share                    $0.25     $0.25     $0.25    $0.25   
Net tangible book value per share as of                                                 
    November 30, 2005                              (.003)    (.003)    (.003)   (.003)  
Increase per share attributable to this offering    .010      .023      .035     .045   
Pro forma net tangible book value per share                                             
       after this offering                          .007      .020      .032     .042   

Dilution to new investors                           .243      .23       .218     .208   
Percentage of Dilution                               97%       92%       87%      83%   

The following table sets forth with respect to the existing shareholders, a     
comparison of the number of shares of Common Stock owned by the existing        
shareholders, the number of common stock to be purchased from the Company by the
purchasers of the Units offered hereby and the respective aggregate             
consideration paid to the Company and the average price per share:              

                                                        [Enlarge/Download Table]

                                                                                 Average Price
                                 Shares Purchased         Total Consideration      Per Share  
Assuming Minimum Offering:                                                                    
                              Number          Percent    Amount         Percent               
                                                                                              
Existing shareholders(1)    33,952,636         94.4%   $5,092,895         91.1%       $ .15   
New investors                2,000,000          5.6       500,000          8.9          .25   

Total                       35,952,636        100.0%   $5,592,895          100%               

Assuming Maximum Offering:                                                                    
                              Number          Percent    Amount         Percent               
Existing shareholders(1)    33,952,636         80.9%   $5,092,895         71.8%       $ .15   
New investors                8,000,000         19.1     2,000,000         28.2          .25   

Total                       41,952,636        100.0%   $7,092,895         100%                

(1) Includes 13,365,969 shares of common stock issued to officers, directors and
affiliated persons.                                                             

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CAPITALIZATION

The following table summarizes our capitalization at November 30, 2005, and to  
give effect to (i) the sale of the 2,000,000 units offered in the prospectus and
our application of the estimated net proceeds, and after deducting the estimated
offering expenses. The information in the table should be read in conjunction   
with the more detailed combined financial statements and notes presented        
elsewhere in this prospectus.                                                   

                                                                [Download Table]

                                                              November 30, 2005    
                                                           Actual        Adjusted  
                                                        -----------     ---------- 
                                                                                   
Long-term obligations [including/less] current portion  $         0     $          

Stockholders' equity:                                                              
Common stock $.001 par value;                                                      
   authorized 50,000,000 shares; issued                                            
   and outstanding  shares 33,952,636                        33,953         35,953 
Preferred stock $.001 par value;                                                   
authorized 5,000,000 shares;                                                       
   no shares issued and outstanding                               0                
Additional paid in capital                                2,616,294      3,114,294 

Deficit                                                  (2,761,167)    (2,881,167)
                                                        -----------     ---------- 
Net Stockholders' equity (deficiency)                      (110,920)       269,080 
                                                        -----------     ---------- 
Total capitalization (deficiency)                          (110,920)       269,080 
                                                        ===========     ========== 

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The statements contained in this prospectus are not purely historical           
statements, but rather include what we believe are forward-looking statements.  
The forward-looking statements are based on factors set forth in the following  
discussion and in the discussions under "Risk Factors" and "Business." Our      
actual results could differ materially from results anticipated in these        
forward-looking statements. All forward-looking statements included in this     
document are based on information available to us on the date hereof, and we    
assume no obligation to update any such forward-looking statements.             

Overview                                                                        

We design, produce, market and distribute cleaning products for vehicular use   
utilizing patented technology relating to hydrophilic sponges, which are liquid 
absorbing, foam polyurethane matrices. Our products can be pre-loaded with      
detergents and waxes, which are absorbed in the core of the sponge then released
gradually during use. We have also designed and have started to test market, but
have not yet produced or sold, products using the same hydrophilic technology   
for bath and home cleaning use. We license the rights to manufacture and sell   
our products for vehicular use from H.H. Brown Shoe Technologies, Inc., d/b/a   
Dicon Technologies, the holder of the relevant patents relating to the          
hydrophilic sponges.                                                            

Corporate Background                                                            

We were formed on June 18, 1999, under the name Romantic Scents, Inc. On June   
12, 2001, Romantic Scents, Inc. changed its name to RSI Enterprises, Inc., and, 
on October 2, 2002, changed its name to Spongetech International Ltd. On July   
15, 2002, we entered into a stock purchase agreement with Nexgen Acquisitions   
VIII, Inc., a blank check company, pursuant to which our sole stockholder, RM   
Enterprises International, Inc. received 12,000,000 shares of Nexgen            
Acquisitions VIII, Inc. and thereby became its majority stockholder. The        
transaction was accounted for as a reverse acquisition using the purchase method
of accounting, whereby RM Enterprises International, Inc., our sole shareholder,
retained approximately 63% of the outstanding common stock. Thereafter, on      
October 9, 2002, Nexgen Acquisitions VIII, Inc. changed its name to Spongetech  
Delivery Systems, Inc. On December 16, 2002, we changed our domicile to         
Delaware. Spongetech Delivery Systems, Inc. (formerly Nexgen Acquisitions VIII, 
Inc.) merged with and into us so that we became the surviving company.          
Immediately subsequent to the merger, we changed our name to Spongetech Delivery
Systems, Inc.                                                                   

On March 1, 2004, our Certificate of Incorporation was voided by the State of   
Delaware for non-payment of franchise taxes in the amount of $114.40, including 
interest, fees and penalties, for 2002 and $164.49, including taxes, fees and   
penalties, for 2003, which outstanding amounts were paid on June 27, 2005. On   
June 27, 2005, a Certificate for Renewal and Revival of our Certificate of      
Incorporation (the "Certificate") was filed with the State of Delaware, which   
restored, renewed and revived our Certificate of Incorporation commencing       
February 29, 2004. In accordance with Delaware Corporation law, upon the filing 
of the Certificate, our Certificate of Incorporation was renewed and revived    
with the same force and effect as if it had not been voided. Such reinstatement 
validated all contracts, acts, and matters, done and performed by our officers  
and agents within the scope of our Certificate of Incorporation during the time 
the Certificate of Incorporation was voided. We were not assessed any franchise 
taxes for the year 2004 because our Certificate of Incorporation was revoked and
voided in 2004. On March 6, 2006, we paid our franchise taxes for 2005 in the   
amount of $162.03.                                                              

Rescission Offer                                                                

In March 2002 through May 2002, our predecessor, Nexgen VIII, sold an aggregate 
of 219,000 shares pursuant to a private placement offering. Our current         
management was not involved in said offering but was advised that the private   
placement was made pursuant to Rule 504, promulgated pursuant to Regulation D of
the Securities Act of 1933, as amended (the "Act"). At the time of the issuances
in March through May 2002, there was no written agreement between Nexgen and us.
However, Nexgen's plan was to merge with Spongetech International, Ltd. and     
therefore Nexgen had a specific plan to engage in a merger with an identified   
company, Spongetech International, Ltd., as permitted by Rule 504(a)(3). This   
rule prohibits the use of an offering under Rule 504 if the issuer intends "to  
engage in a merger or acquisition with an unidentified company or companies, or 
other entity or person." Accordingly management believed that at the time of the
issuances from March through May 2002, Nexgen was not a blank check company and 
was permitted to avail itself of the exemption provided by Rule 504. Despite the
believe that Nexgen was not a blank check company at the time of the issuances, 
Nexgen may have been a blank check company and as such the reliance on Rule 504 
was misplaced and the transaction was not exempted pursuant to such Rule 504 and
the issuances were made in violation of Section 5 of the Act. In order to cure  
any violation that may have occurred or that may have been deemed to have       
occurred by any regulatory agency, we have determined to offer rescission to the
shareholders who purchased shares from our predecessor in March through May     
2002. The rescission offer is intended to address any federal and state         
securities laws compliance issues by allowing the holders of the shares covered 
by the rescission offer to rescind the underlying securities transactions and   
sell those securities back to us. We intend to to retire all shares held by the 
shareholders who accept the rescission offer. Such shares shall become          
authorized but unissued shares of the Company.                                  

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The rescission offer will be funded from a separate segregated account titled   
the "Spongetech Delivery Systems, Inc. Rescission Account", which has been      
opened solely for the purpose of funding the rescission offer. The funds in this
account are a portion of a $4,500 loan advanced to us by Robert Rubin on        
February 20, 2006. The Rubin Family Trust owns 21.7% of our outstanding common  
stock. The loan bears no interest and is payable on demand. The funds in this   
account will not be used for any other purpose. Upon expiration of the          
rescission offer, any remaining balance will be contributed to our capital. As  
of the date of this filing, the amount to be paid pursuant to the rescission    
offer is $2,883, including accrued interest of $692.80. If all of the           
shareholders entitled to rescission accepts our rescission offer, then the funds
which are being used to fund the rescission offer, which otherwise may have     
become available to us to fund our operations, will not be so available. If the 
rescission offer is partially accepted then we will not be able to utilize these
funds not accepted in the rescission to fund our operations. In view of our     
limited cash position, the acceptance of any part of the rescission offer could 
significantly affect our operations.                                            

Events and Uncertainties that are critical to our business                      

We have had limited operations and like all new businesses face certain         
uncertainties, including expenses, difficulties, complications and delays       
frequently encountered in connection with conducting operations, including      
capital requirements and management's potential underestimation of initial and  
ongoing costs. We have had little or no revenues since fiscal year 2003, our    
most recent year of active operations. In 2003, we sold an aggregate of 183,000 
sponges to TurtleWax, which represented approximately 75% of our orders. These  
sales to TurtleWax resulted in net sales of approximately $291,000 during the   
year ended May 31, 2003. Our last sale to TurtleWax was in May 2003. While we   
remain in contact with TurtleWax and continue to have discussions with them, we 
have not pursued sales to TurtleWax due to our lack of proper funding. There is 
no guarantee that if we were to have sufficient funds that TurtleWax will place 
orders with us. Also, there is no guarantee that we may be able to generate any 
interest in our product that will result in any sales in the future. While we   
have been able to generate sales of $2,974 in our most recent fiscal quarter,   
there is no guarantee that we will be able to generate sufficient sales to make 
our operations profitable. We may continue to have little or no sales and       
continue to sustain losses in the future. If we continue to sustain losses we   
will be forced to curtail our operations and go out of business.                

We license the right to use our technology from H.H. Brown Shoe Technologies,   
Inc., Greenwich, Connecticut (d/b/a Dicon Technologies), a majority-owned       
subsidiary of Berkshire Hathaway, Inc. which owns the patent rights. The License
Agreement expires in December 2006. Although we have been able to negotiate     
extensions of the term with Dicon, there is no guarantee that we will be able to
negotiate an extension beyond December 31, 2006. If we lose the exclusive right 
to use the technology, we may be forced to compete with other companies, who may
have greater resources. This will affect our ability to successfully penetrate  
the market and achieve profitability. As a result, we may be forced to cease    
operations. In addition, there is no guarantee that Dicon will continue to      
manufacture our products since its core business is the use of the hydrophilic  
technology in the manufacture of inner soles for shoes for its parent company,  
HH Brown Shoe Technologies, Inc. If Dicon can no longer manufacture our products
there is no guarantee that we will be able to contract with another manufacturer
for our products or that we will be able to use the technology in our products. 
In addition, there is no guarantee that upon our receipt of adequate funding to 
become fully operational, that Dicon will be able to meet our manufacturing     
needs. In addition, we depend on Product Development to manufacture the inserts 
and packaging for our sponges. Dicon only commences the manufacture of the      
sponge upon receipt of this packaging material. A delay in getting the packaging
to Dicon can cause further delays in the delivery of our products to customers. 
A failure to have products delivered timely to our customers will cause delays  
for our customer and may prompt them to look for alternate products. Production 
delays will affect our profitability and may cause us to go out of business.    

In addition, there is no guarantee that Dicon has adequate funds or will be able
to successfully defend the patents on our licensed technology against           
infringement. If Dicon is unable to successfully defend any infringement claims 
and other products are developed similar to ours using the licensed technology, 
we may be forced out of business. Although we are currently exploring the use of
the hydrophilic technology in products for home use there is no guarantee that  
the technology can be successfully used for such other uses. If we fail to find 
other uses for the technology , our company will have only one product. There   
are many risks and uncertainties associated with companies with only one        
product. Any failure or dips in the market may significantly affect our         
profitability and cause us to go out of business.                               

Our success depends in a large part on our ability to implement a successful    
marketing and sales plan. While we are currently seeking to hire sales groups to
market our products, there is no guarantee that these efforts will result in any
substantial sales. These sales groups are independent contractors who not only  
market and sell our products but also the products of other companies.          
Therefore, there is no assurance that they will devote substantial time to the  
sale of our product. Because of lack of funding, we are unable to hire a        
dedicated sales team who will devote their efforts to promoting and selling our 
products and fostering relationships with distributors who can assist us with   
getting our products on the shelves of large retailers such as Wal-Mart and     
Costco. However, there is no guarantee that with a dedicated sales team, our    
business will become profitable.                                                

If we are able to obtain funding to become fully operational, there is no       
guarantee that we will be able to find personnel who will be able to work       
closely with the warehouse to ship orders, including special orders, made via   
the internet. In addition, there is no guarantee that we will be able to find   
technology personnel who can accept the EDI transmissions from the larger       
retailers and coordinate with our logistics and warehouse contacts to ensure    
timely delivery of orders.                                                      

Critical Accounting Policies                                                    

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Our financial statements are prepared in accordance with accounting principles  
generally accepted in the United States, which require management to make       
estimates and assumptions that affect the reported amounts of assets and        
liabilities at the date of the financial statements, the disclosure of          
contingent assets and liabilities and the reported amounts of revenues and      
expenses during the reporting period. Actual results could differ from those    
estimates. The critical accounting policies that affect our more significant    
estimates and assumptions used in the preparation of our financial statements   
are reviewed and any required adjustments are recorded on a monthly basis.      

Results of Operations                                                           

Six Months ended November 30, 2005 and 2004                                     

Net sales for the six months ended November 30, 2005 were $2,974 as compared to 
$0 for the six months ended November 30, 2004. Management attributes this       
increase to orders placed after attendance at the trade show.                   

During the six months ended November 30, 2005, we had sales of $2,974. Our gross
profit for the six months ended November 30, 2005 was $1,816 as compared to $0  
for the six months ended November 30, 2004. Management attributes this increase 
in gross profit to sales during this period.                                    

Operating expenses for the six months ended November 30, 2005 were $29,246 as   
compared to $17,172 for the six months ended November 30, 2004. The increase of 
$12,074 is the result of an increase in selling general and administrative      
expenses for the period.                                                        

Net loss for the six months ended November 30, 2005 was ($27,430) or ($.00) per 
share as compared to a net loss of ($17,172) or ($.00) per share for the six    
months ended November 30, 2004. The increase in net losses were the result of an
increase in selling expenses for the six months ended November 30, 2005 compared
to the six months ended November 30, 2004.                                      

Fiscal Years Ended May 31, 2005 and 2004                                        

Net sales were $1,051 for the fiscal year ended May 31, 2005 as compared to     
$1,858 for the fiscal year ended May 31, 2004, a decrease of $807. Management   
attributes this decrease to its inability to promote, market, and sell its      
automotive product due to a lack of capital for production.                     

We have no open purchase orders at this time. We have historically depended on  
one customer for almost all of our sales. Specifically, in 2003, our most recent
year of active operations, we sold an aggregate of 183,000 sponges to TurtleWax,
which represented approximately 75% of our orders. These sales to TurtleWax     
resulted in net sales of approximately $291,000 during the year ended May 31,   
2003. Our last sale to TurtleWax was in May 2003. While we remain in contact    
with TurtleWax and continue to have discussions with them, we have not pursued  
sales to TurtleWax due to our lack of proper funding. Without sufficient funds, 
we are unable to satisfy TurtleWax's requirement to have product on an in-stock 
basis so that we can immediately ship to them upon receiving orders.            

Cost of sales was $1,012 or 96 % of net sales for the fiscal year ended May 31, 
2005 as compared to $1,600 or 86% of net sales for the fiscal year ended May 31,
2004.                                                                           

Operating expenses for the fiscal year ended May 31, 2005 decreased to $83,529  
from $2,051,772 for the fiscal year ended May 31, 2004. This decrease of        
$1,968,243 was a result of a decrease in infrastructure costs to minimal levels 
while we reorganize and redesign our products. Selling expenses for the fiscal  
year ended May 31, 2005 was $0. General and administrative expenses for the year
ended May 31, 2005 included accounting, $19,000, legal, $30,000, office $583,   
SEC fees of $2,452 and consulting fees of $2,469.                               

Net loss for the fiscal year ended May 31, 2005 was $(83,490) or $(.00) per     
share as compared to net loss for the fiscal year ended May 31, 2004 of         
($2,056,526) or ($.01) per share.                                               

Plan of Operations                                                              

We had sales of $342,019 during the year ended May 31, 2003. Since that time, we
have had minimal or no sales. Specifically, during the year ended May 31, 2005  
and 2004, we had sales of $1,051 and $1,858 respectively. The main reason for   
the decrease was that we were reorganizing and redesigning our products and did 
not have adequate funding to meet our supply commitments. We have recently been 
setting up the groundwork for new sales with advance marketing but we require   
additional funding in order to reenter the market and make the correct          
impression with buyers. For the six months period ended November 30, 2005, we   
had sales of $2,974, which management attributes to orders placed after         
attendance at the Auto Show in Las Vegas Nevada, on October 31, 2005 through    
November 4, 2005.                                                               

During the next year we expect to increase our marketing and sales efforts.     
According to Cleanlink(1), a trade association for the cleaning industry, the   
wholesale market for chemical cleaning products was in excess of $7.6 billion in
2002 and 2004. Accordingly, we believe there is a substantial market for easy to
use, multi-use cleaning products. In the next twelve months, management intends 
to take a number of actions that it believes will enable our business to        
successfully participate in this growing segment of the cleaning market.        

--------------------                                                            
(1) Obtained from Cleanlink.com based upon a study prepared and conducted by the
Research Department of Trade Press Publishing Corporation, publisher of Sanitary
Maintenance Magazine in conjunction with International Sanitary Supply          
Association. The report can be accesses by following this link:                 
http://www.cleanlink.com/industrystatistics/2004sanitaryreport.asp              

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Management intends to attend trade shows to promote our products. Management    
attended the Auto Show in Las Vegas Nevada, on October 31, 2005 through November
4, 2005. Management estimates that it will cost us approximately $18,000 to     
attend upcoming trade shows, all of which has been, and if necessary will       
continue to be, funded by our officers, directors and affiliates until such time
as we are able to complete this offering. In addition, our Secretary, Steven    
Moskowitz, will utilize his accrued air miles to cover all travel and hotel     
costs. There are no formal or written agreements with respect to the advance of 
funds to us by our officers, directors and affiliates. Such funds will be       
disbursed on an as needed basis until this Offering closes. Our officers,       
directors and affiliates have advanced funds to us to cover the costs associated
with the filing of this Registration Statement, including, attorneys and        
accountants fees and SEC filing fees. Our officers, directors and affiliates    
have also advanced funds to us to cover the costs associated with the rescission
offer. There are no formal or written agreements with respect to the advance of 
funds to us by our officers, directors and affiliates for payment of said costs.
Our officers, directors and affiliates are not legally bound to provide funding 
to us. If they do not pay for these expenses, we will be forced to obtain       
funding. We currently do not have any arrangements to obtain additional         
financing. In view of our limited operating history, our ability to obtain      
additional funds is limited. Additional financing may only be available, if at  
all, upon terms which may not be commercially advantageous to us. If we are not 
able to obtain funding from other sources, we may not be able to complete this  
Offering. If we are unable to complete this offering, we will not be able to    
obtain funding to commence sales and marketing of our product. As a result we   
may be forced to go out of business.                                            

On February 22, 2006, we entered into an oral agreement with Creative Marketing,
a sales group with 5 sales representatives who will target their sales efforts  
to Arizona, California and Nevada. The sales representatives will receive       
commissions in the range of five (5%) percent to seven (7%) percent of net sales
which they generate and will be paid on the tenth day of the month following the
month in which the sales are made.                                              

On July 18, 2005, we entered into an oral agreement with Lidel Fitzmaurice,     
Inc., a sales group that targets sales from Virginia to Vermont. Lidel          
Fitzmaurice has eleven sales representatives. The sales representatives will    
receive seven (7%) percent of net sales which they generate and will be paid on 
the tenth day of the month following the month in which the sales are made. To  
date, we have received orders in the approximate amount of $22,572 from the     
efforts of Lidel Fitzmaurice, Inc. The products will be manufactured by Dicon   
and shipped directly to our customers by Dicon, with payment remitted to Dicon  
upon receipt of payment from the customers. We anticipate that these orders will
be filled late spring. Lidel Fitzmaurice, Inc. has advised us that it intends to
attend the following trade shows in the next twelve months: the Los Angeles Auto
Show, the North American International Auto Show, the South Carolina            
International Auto Show, the West Virginia Auto Show, the Pennsylvania Auto and 
Boat Show, the Northeast Auto Show, the Motor Trend International Auto Show, the
Chicago Auto Show, the Virginia International Auto Show, the New York           
International Auto Show, the Tampa Bay International Auto Show, the Charlotte   
International Auto Show and the National Hardware Show.                         

On January 27, 2006 we entered into an oral agreement with Bill Perry &         
Associates, a sales group with 9 sales representatives who will target their    
sales efforts to Georgia, Tennessee, Alabama, Mississippi, Florida, North       
Carolina, South Carolina and Virginia. The sales representatives will receive   
commissions in the range of six (6%) percent to eight (8%) percent of net sales 
which they generate and will be paid on the tenth day of the month following the
month in which the sales are made. To date we have received orders in the       
approximate amount of $3,150 from the efforts of Bill Perry & Associates. The   
products will be manufactured by Dicon and shipped directly to our customers by 
Dicon, with payment remitted to Dicon upon receipt of payment from the          
customers. We anticipate that these orders will be filled late spring.          

Typically, sales groups attend trade shows to meet with sellers of various      
products which the sales persons believe they can market and sell to their      
customers. We are in the process of reviewing the indications of interest we    
received from various sales groups at the Auto show which management attended in
November 2005. We intend to hire sales groups, with approximately 3 to 15 sales 
persons per group, depending on the geographical area, to market and sell our   
product through a gradual and staggered process. In April 2006, we intend to    
retain a sales group in the Mid West to commence sales in May 2006. In May 2006,
we intend to hire a sales group in the North West to commence sales in June     
2006. In June 2006, we intend to retain a sales group that targets the Canadian 
market to commence sales of in July 2006. There is no guarantee that we will be 
able to retain the various sales groups or that their efforts will result in    
significant sales. We do not anticipate that we will incur any costs in         
connection with retaining the various sales groups as the sales groups will be  
paid a percentage the net sales they generate only. The sales persons will be   
independent contractors retained by us on a non-exclusive basis and may not     
devote their efforts solely to selling our products. We do not intend to hire   
sales persons on an exclusive basis. If we are successful in raising the maximum
offering, in addition to the various independent sales representatives which we 
retain, management intends to hire a national sales representative, who will be 
an employee of the Company, working exclusively with the Company to coordinate  
and over see all sales efforts. If we raise the maximum offering, we anticipate 
that the national sales representative will receive a salary of up to $75,000   
plus a 2% override on all commissions earned by the independent sales           
representatives. However, there is no guarantee that we will be successful in   
completing this offering or of raising the maximum offering. If we are not able 
to complete this offering or raising the maximum offering, we will be unable to 
hire a national sales person to coordinate our sales efforts. We intend to      
continue to rely on the efforts of independent sales representatives until at   
such time as our operations become profitable. If we are not able to generate   
sales utilizing independent sales representatives, we will not be able to       
generate significant sales and may be forced to cease and curtail our business. 

We currently have an understanding with Dicon, whereby Dicon has agreed to      
manufacture and ship small orders directly to our customers. Following the      
receipt of payment to us, we remit payment to Dicon within 60 days of the       
shipment date. We have not entered into a written agreement with Dicon for the  
manufacture and shipment of products directly to our customers. Dicon does not  
charge us a fee for facilitating the shipment of small orders directly to our   
customers or for the current payment arrangement. There can be no assurance that
Dicon will continue to manufacture and ship orders directly to our customers or 
that they will not charge us a fee in the future for shipment of small orders   
directly to our customers. If we are not able to have our products manufactured 
and shipped directly to our customers then we will not be able to fill orders   
and may be forced to cease and curtail our business.                            

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Upon completion of this offering, management intends to seek a production       
finance company to fund our purchase orders. Typically the way this arrangement 
works is all orders received by us will be forwarded to the production finance  
company which will assess the credit worthiness of the entity or the individual 
placing the order. Upon approval, the production finance company will fund the  
cost of the product at a cost to us, representing a percentage of the order     
placed. Management intends to seek an arrangement where the cost to the Company 
will not exceed 5% of each order. If we are not successful in finding a         
production finance company to fund our purchase orders, we will seek to have    
customers finance the production of their orders. There is no guarantee that our
customers will be able to finance the production of their orders. If our        
customers are not able to finance their orders, we will be forced to seek       
alternate financing, such as debt and/or equity financing. We currently do not  
have any arrangements to obtain additional financing. In view of our limited    
operating history, our ability to obtain additional funds is limited. Additional
financing may only be available, if at all, upon terms which may not be         
commercially advantageous to us. If our customers are unable to fund the        
production of their orders or we are not able to fund the production of our     
products, we will be unable to make any sales of products and may be forced to  
cease and curtail our business.                                                 

Upon completion of this offering, management intends to locate a public         
warehouse facility located in New Jersey or New York which is in close proximity
to Dicon's facilities and which will upon receipt of invoices from us and       
products from Dicon, will pack and ship the completed orders to our customers at
a cost to us which will not exceed 4% of the orders for such services.          
Management anticipates that this facility will also handle small internet       
orders. Management has not taken any action to locate a public warehouse        
facility. If we are not able to complete this offering we will not be able to   
arrange for a public warehouse facility. If we are not successful in finding a  
public warehousing facility, we will be unable to warehouse our products. This  
may result is us being unable to process large orders. If we are unable to      
process large orders, this will hinder our ability to become profitable and we  
may be forced to cease and curtail our business.                                

Further, there is no assurance that management will be able to consummate any   
agreements with a production finance company or warehouse on terms that are     
acceptable to us or which will not significantly cut into our profit margin.    

We have begun to review all indications of interest which we have received from 
various infomercial companies as a way to promote our products. The success of  
an infomercial featuring our products is dependent on, among other things,      
having a compatible script director who understands our products and is able to 
highlight the benefits of our products in a short running time and the ability  
to get air time placement on channels such as ESPN and the Speed Channel to     
reach our target market. In addition, in view of our lack of adequate funding,  
we may be forced to give up a bigger profit margin to ensure that the           
Infomercial is available for airing. We intend to enter into an agreement for   
the production of an infomercial which we anticipate will be aired commencing in
August through December 2006. There is no guarantee that we will be able to find
an infomercial company who can successfully produce an infomercial on our behalf
or that we will generate any sales from the infomercial. Management anticipates 
that it will cost a minimum of $50,000 and up to $300,000 to successfully       
produce an infomercial. Management anticipates that it will use a portion of the
proceeds raised in the offering to produce an infomercial. If we do not complete
the minimum offering, we will not be able to cover the cost associated with     
producing an infomercial.                                                       

In addition to the foregoing, we plan to formally launch a new marketing        
campaign upon completion of this Offering. The marketing elements will include  
third party marketing agreements and direct Internet marketing, including       
working with former customers and agents to rebuild former sales. If we are     
unable to complete this offering, we will not be able to launch our marketing   
campaign.                                                                       

We are currently exploring the attractiveness of certain distribution and       
marketing arrangements with third parties to enhance distribution of our        
products, including licensing arrangement for products that we believe are      
complementary to sponges which could enhance our marketability. These efforts   
have involved meeting with strategic licensing partners, and having discussions 
regarding our products and market opportunities. We intend to pursue            
arrangements with other companies to use their logos and marks on our product as
way to promote their products and target customers. To do so, we would be       
required to enter into license agreements with these companies relating to the  
use of their logos and marks. We anticipate that the cost for entering into such
arrangements will entail our attorney's fees for the negotiation of such        
agreements and the cost of the mold to manufacture the sponges. Typically, the  
cost of the mold is approximately $250, from which approximately 5,000 pieces   
can be manufactured. To mass produce up to approximately 5,000,000 pieces, the  
cost of the mold is approximately $5,500. The cost of the mold is typically paid
by the other party. To date, we have not entered into any agreements with any   
parties for use of their logos and marks on our products and do not have any    
plans to enter into any such arrangement until we successfully complete this    
offering. Our license agreement with Dicon permits us the right to enter into   
arrangements or agreements with third parties to use third parties' logos,      
names, slogans and/or marks on our products for advertising, promotion,         
manufacture distribution and sale. In addition, our license agreement allows us 
to enter into sublicense agreements consistent with the terms of our license    
agreement with Dicon. There is no guarantee that we will be able to complete any
agreements with third parties that will have a positive effect on our sales, or 
that we will achieve successful and profitable results from our distribution and
marketing efforts. There is also no guarantee that we will be able to           
successfully complete this offering. If we are unable to complete this offering,
we may be forced to cease operations and go out of business.                    

We are also currently exploring distribution and marketing opportunities for our
cleaning products for use as a household cleaning sponge. We have developed a   
prototype and are currently testing household cleaning sponges infused with     
anti-bacterial bath and kitchen soaps with a national detergent manufacturer for
possible use under its logo and brand. There is no assurance that the           
manufacturer will purchase our sponges or that we will be successful in gaining 
distribution in this channel.                                                   

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We have also developed a children's bath foam sponge, with a "safe mesh" coating
which prevents tearing, in the shape of animals in various colors. The sponges, 
which float, are infused with a gentle no-tear, non-irritating anti-bacterial   
soap. The bath foam sponge does not lose its soap while it is floating in the   
bathtub as the inner hydrophilic matrix retains the soap until the child        
squeezes the sponge in use. We are exploring multiple retail outlets to sell    
this product and to market it directly to consumers. We have discussed with our 
licensor, our plan to have this product manufactured and sold by us. However, we
have not yet entered into a formal agreement. This product is still in its      
research and development stage. Upon the completion of research and development,
we intend to negotiate with Dicon the terms and conditions of the manufacture of
this product. We have not made any sales and cannot offer any assurances that   
sales will result from our proposed marketing campaign, nor is there any        
assurance that we will be able to enter into an agreement with Dicon for the    
manufacture of this product. We are focused on expanding our marketing potential
and intend to explore the possibility of entering into marketing and            
distribution arrangements for our products throughout the world. There is no    
assurance that we will be successful in gaining distribution in these markets.  

If we are not successful in raising the minimum offering we will be forced to   
curtail or cease our business and operations.                                   

Liquidity and Capital Resources                                                 

As of May 31, 2005, we had cash of $1,477, as compared to $50 at May 31, 2004.  
Our current cash balance as of March 27, 2006 is $3,969.47 of which $3,000 is   
held in a segregated account for the purpose of funding the rescission offer. If
all of the shareholders entitled to rescission accepts our rescission offer,    
then the funds which are being used to fund the rescission offer, which         
otherwise may have become available to us to fund our operations, will not be so
available. If the rescission offer is partially accepted then we will not be    
able to utilize these funds not accepted in the rescission to fund our          
operations. In view of our limited cash position, the acceptance of any part of 
the rescission offer could significantly affect our operations.                 

As of May 31, 2005, net cash used by operating activities aggregated $(27,073). 
Based upon our current cash reserves and forecasted operations, we believe that 
we will need to obtain at least $500,000 in outside funding to implement our    
plan of operation over the next twelve months. Based on our current cash        
balance, management believes that we can satisfy our cash requirements for the  
next five months. Our officers, directors and affiliates have indicated their   
preparedness to fund our business until we are able to complete this offering.  
However, there are no formal or written agreements with respect to the advance  
of funds to the Company by our officers, directors and affiliates for payment of
said costs. Accordingly, our officers, directors and other affiliates are not   
legally bound to provide funding to us. Because of our limited operations, if   
our officers and directors do not pay for our expenses, we will be forced to    
obtain funding. We currently do not have any arrangements to obtain additional  
financing from other sources. In view of our limited operating history, our     
ability to obtain additional funds is limited. Additional financing may only be 
available, if at all, upon terms which may not be commercially advantageous to  
us.                                                                             

The working capital (deficiency) at May 31, 2005 was $112,037 as compared to a  
working capital (deficiency) of $1,913,122 at May 31, 2004. These factors create
substantial doubt about our ability to continue as a going concern. The recovery
of assets and the continuation of future operations are dependent upon our      
ability to obtain additional debt or equity financing and our ability to        
generate revenues sufficient to continue pursuing our business purpose.         

In February 2005, we settled a breach of contract suit brought against us in the
Supreme Court of the State of New York by Paradigm Solutions, Inc. relating to  
an agreement dated December 31, 2001. In this suit, Paradigm claimed            
compensatory damages of $33,962. Although we denied that we had any liability to
Paradigm, in connection with the settlement we issued Paradigm 75,000 of our    
common stock valued at $28,500 or $.38 per shares and paid $7,500 in cash.      

We maintain a supply and requirements agreement with Dicon, a manufacturing     
company that has the technological know-how and patented and proprietary        
information relating to hydrophilic foam sponges and their applications. The    
agreement, which grants us exclusive worldwide rights to distribute the products
was extended until July 2006 and requires us to purchase all of our requirements
from Dicon. Pursuant to the agreement, we must purchase minimum annual required 
amounts from Dicon. We did not satisfy last year's requirements and paid        
$1,894.51 to Dicon in December 2003 in connection with the missed quantity      
requirements. We did not make any payments to Dicon in 2004. On February 15,    
2005, we entered into a letter agreement with Dicon, pursuant to which Dicon    
confirmed that all required payments under the Supply and Requirements Agreement
had been made by us and agreed to extend our license until June 30, 2006.       

It is extremely difficult to itemize the price of each sponge purchased from    
Dicon because the price charged includes the sponge or sponge kit, packaging,   
storage and shipping. The price for each sponge or sponge kit, including these  
ancillary items, ranged from $.85 to $1.42. The average price per sponge or     
sponge kit was $1.12. Our operations to date have been primarily financed by    
sales of our equity securities to and loans from our officers and directors. As 
of May 31, 2005, we had a working capital deficit of $112,037. We do not expect 
positive cash flow from operations in the near term. Our operations presently   
are generating negative cash flow, and we do not expect positive cash flow from 
operations in the near term. We believe that the proceeds from the Units sold by
us pursuant to this offering will sustain our operations for the next 12 months 
if the minimum is raised. However, in order for us to execute our business plan 
by expanding our marketing efforts, we will need to raise the maximum. If we    
fail to raise the minimum offering, we will need to secure additional working   
capital from other sources in order to sustain our operations. Any inability to 
obtain sufficient capital to sustain our existing operations, to meet           
commitments may require us to delay delivery of products, if and when ordered,  
to default on one or more agreements, or to significantly reduce or eliminate   
then existing sales and marketing, research and development or administrative   
functions. The occurrence of any of these, or our inability to raise adequate   
capital, may have a material adverse effect on our business, financial condition
and results of operations.                                                      

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Due to the operating losses that we have suffered from then date of our         
organization, in their report on the annual consolidated financial statements   
for fiscal year ended May 31, 2005, our independent auditors included an        
explanatory paragraph regarding concerns about our ability to continue as a     
going concern. Our consolidated financial statements contain additional note    
disclosures describing the circumstances that lead to this disclosure by our    
independent auditors.                                                           

The issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current stockholders. We have purchased 
the following sponge kits and sponges as of the date of the prospectus: 25,000  
kits, each consisting of a vehicular sponge, detail sponge and chamois cloths   
168,600 vehicular sponges 4,500 detail sponges 2,200 chamois cloths.            

BUSINESS

Corporate Background                                                            

We were formed on June 18, 1999, under the name Romantic Scents, Inc. On June   
12, 2001, Romantic Scents, Inc. changed its name to RSI Enterprises, Inc., and, 
on October 2, 2002, changed its name to Spongetech International Ltd. On July   
15, 2002, we entered into a stock purchase agreement with Nexgen Acquisitions   
VIII, Inc., a blank check company, pursuant to which our sole stockholder, RM   
Enterprises International, Inc. received 12,000,000 shares of Nexgen            
Acquisitions VIII, Inc. and thereby became its majority stockholder. The        
transaction was accounted for as a reverse acquisition using the purchase method
of accounting, whereby RM Enterprises International, Inc., our sole shareholder,
retained approximately 63% of the outstanding common stock. Thereafter, on      
October 9, 2002, Nexgen Acquisitions VIII, Inc. changed its name to Spongetech  
Delivery Systems, Inc. On December 16, 2002, we changed our domicile to         
Delaware. Spongetech Delivery Systems, Inc. (formerly Nexgen Acquisitions VIII, 
Inc.) merged with and into us so that we became the surviving company.          
Immediately subsequent to the merger, we changed our name to Spongetech Delivery
Systems, Inc.                                                                   

On March 1, 2004, our Certificate of Incorporation was voided by the State of   
Delaware for non-payment of franchise taxes in the amount of $114.40, including 
interest, fees and penalties for 2002 and $164.49, including taxes, fees and    
penalties for 2003, which outstanding amounts were paid on June 27, 2005.On June
27, 2005, a Certificate for Renewal and Revival of our Certificate of           
Incorporation (the "Certificate") was filed with the State of Delaware, which   
restored, renewed and revived our Certificate of Incorporation commencing       
February 29, 2004. In accordance with Delaware Corporation law, upon the filing 
of the Certificate, our Certificate of Incorporation was renewed and revived    
with the same force and effect as if it had not been voided. Such reinstatement 
validated all contracts, acts, and matters, done and performed by our officers  
and agents within the scope of our Certificate of Incorporation during the time 
the Certificate of Incorporation was voided.                                    

Spongetech Delivery Systems                                                     

We design, produce, market and distribute cleaning products for vehicular and   
home use utilizing patented technology relating to hydrophilic (liquid          
absorbent) foam polyurethane matrices.                                          

The Technology                                                                  

We entered into a license agreement on July 1, 2001 for patented technology     
relating to hydrophilic polyurethane matrices on an exclusive basis. The        
technology is owned by and licensed from H.H. Brown Shoe Technologies, Inc.,    
Greenwich, Connecticut (d/b/a Dicon Technologies), a majority-owned subsidiary  
of Berkshire Hathaway, Inc. which owns the patent rights. Our license applies to
the cleaning and polishing of land, sea and air transportation vehicles. We have
an oral understanding but no written agreements with Dicon that would permit us 
to develop products using the same sponge technology in other areas, including  
household cleaning and personal care.                                           

Our license is a continuing one for the full life of the design patent, which   
was jointly developed by one of our former employees, and which covers the      
design, manufacture and use of a liquid-absorbent layer in a "molded sponge     
design." The patent expires in 2017.                                            

The license agreement mandates that we purchase our hydrophilic sponge products 
from Dicon unless Dicon ceases its business operations, either totally or with  
respect to the manufacture of the molded sponge design within the scope of the  
design invention as set forth in the agreement. If such event occurs, we are    
permitted to use other manufacturers.                                           

Pursuant to the license agreement, Dicon retains title to the technology. Thus, 
when the license expires, we have to give up any and all design rights to       
products that we have developed using the licensed technology. Dicon pays all   
expenses in connection with filing and maintaining the patent. Certain minimum  
quantities, as set forth in the requirements agreement with Dicon as discussed  
below, are required to be purchased by us in order for us to continue our       
exclusive use of the license. Dicon has the right, without restriction, to      
license its technology in areas other than sponges for use in cleaning and      
polishing transportation vehicles.                                              

The technology has also been used to draw fluids out of a human body, such as   
body odors, and store them in the polyurethane matrix. The technology was       
originally contemplated for use in shoe liners, incontinence pads and nursing   
pads. Currently, companies such as Payless Shoes and H.H. Brown Shoe Company    
(the licensor) use the technology for inner soles to absorb sweat and odors.    
Revlon is a licensee of the technology which it uses in a cosmetic make-up      
removal product.                                                                

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Our license is based on the discovery that if a sponge incorporating the        
hydrophilic matrix is filled with detergents and waxes, the matrix would retain 
these cleaning and polishing agents and could only be released when the sponge  
is squeezed. Thus, soap or wax could be retained for many uses and the sponge   
could be rinsed after use without losing the cleaning agent or wax.             

On January 31, 2006, our license agreement was amended. Pursuant to the terms of
the amendment, we have the right to (i) enter into arrangements or agreements   
with third parties to use third parties' logos, name, slogans and/or marks on   
our products for advertising, promotion, manufacture, distribution and sale and 
(ii) sublicense our rights pursuant to the license agreement, subject to and    
consistent with the terms of the license agreement. In addition, we agreed to   
grant to Dicon the exclusive right to manufacture any products ordered as a     
result of any agreements with third parties to use third parties' logos, name,  
slogans and/or marks on our products for advertising, promotion, manufacture,   
distribution and sale.                                                          

Supply and Requirements Agreement                                               

On July 1, 2001, we entered into an exclusive worldwide supply and requirements 
agreement with Dicon under which we must purchase from Dicon certain minimum    
quantities of our sponges containing the Dicon hydrophilic matrix as follows:   

Annual Period                  Number of Sponge Products                
-------------                  -------------------------                
1st annual period                     250,000                           
2nd annual period                     500,000                           
and each succeeding                                                   
annual period                      1,000,000                          

at the following prices:                                                        

Aggregate Purchases            Price per sponge product                 
-------------------             ----------------------                  
50,000 to 100,000                  $.817 sponge only                    
100,000 to 250,000                 $.795 sponge only                    
Over 250,000                     $.778 sponge only                  

Each annual period begins on July 1 of the current year and ends on June 30 of  
the following year. In the event the minimum quantities are not ordered in each 
one-year period, we must pay Dicon liquidated damages of $.20 per sponge for the
deficiency. If we fail to pay the damages within 30 days of the end of the      
annual period, Dicon may terminate the license agreement or render our license  
non-exclusive for all subsequent periods. Dicon may, after the first annual     
period, raise the prices it charges for the sponges only if such increase is    
based on bona fide increases in material and labor costs plus an appropriate    
markup for overhead. The agreement was renewed until June 30, 2006. We may use  
other manufacturers in the event of a breach by Dicon or in the event of force  
majeure which prevents production for 90 days. We ordered in 75,000 sponges in  
the first year. In the second and third years of the contract we ordered 229,000
and 0 sponges, respectively. We therefore did not order the minimum quantity for
the term of the agreement and in December 2003, we paid $1,894.51 to Dicon for  
any and all missed requirements. We have not paid any additional fees to Dicon  
for any missed requirements. Since July 1, 2004 we have purchased 908 sponges.  
On February 15, 2005, we entered into a letter agreement with Dicon, pursuant to
which Dicon confirmed that all required payments under the Supply and           
Requirements Agreement had been made by us and agreed to extend our license     
December 31, 2006.                                                              

Dicon has designed and installed specialized equipment for producing molded foam
products containing this superabsorbent polymer infused with detergents, soaps  
and waxes used as an absorbing and cleaning sponge product. The agreement sets  
forth minimum purchase requirements and pricing for the basic sponge product.   
Using its patented processes, Dicon manufactures products derived from          
"Hydrophilic Urethane Chemistry." The hydrophilic system has two parts, a       
hydrophilic pre-polymer phase and a water phase. During the water phase, various
water soluble active ingredients are introduced into the products.              

Products                                                                        

We have designed specially configured sponges containing an outer contact layer 
and an inner matrix. Dicon, our licensor and manufacturer, loads the inner      
matrix of the sponge with specially formulated soaps and, in our licensed       
automotive cleaning and polishing product, soap and wax. When the sponge is     
applied to a surface with minimal pressure, the soap or soap and wax are        
simultaneously applied to the surface. When the sponge is not in use, the       
hydrophilic matrix holds the soap so that it does not leech out of the sponge.  

We believe that our use of the patent has great marketing potential. We can     
choose any variety of cleansers, including anti-bacterial and abrasive soaps.   
Thus, we may fine-tune our products for use on different kinds of vehicles. New 
vehicles or those prepared for classic car shows require a gentle cleaner,      
whereas older cars which have developed a film over the paint or where the paint
has faded may require a cleanser containing a compounding substance, a gentle   
abrasive. Depending on the use of our vehicular sponge, we may include wax, or  
may only include the cleanser.                                                  

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We have developed a children's bath foam sponge, with a "safe mesh" coating     
which prevents tearing, in the shape of animals in various colors. The sponges, 
which float, are infused with a gentle no-tear, non-irritating anti-bacterial   
soap. The bath foam sponge does not lose its soap while it is floating in the   
bath tub as the inner hydrophilic matrix retains the soap until the child       
squeezes the sponge in use. We are exploring retail outlets to sell this        
product, ranging from pharmacies to department stores. We also intend to market 
this product directly. Dicon has orally agreed to manufacture this product for  
us. We have not yet made sales and cannot offer any assurances that sales will  
result from our proposed marketing campaign.                                    

We have developed prototypes of household cleaning sponges infused with         
anti-bacterial bath and kitchen soaps. The products are being testing by a      
national detergent manufacturer for possible use under its logo and brand. We   
cannot predict whether or not the manufacturer will purchase our sponges and, if
it does, whether the product will succeed in the marketplace.                   

Sales and Marketing                                                             

We have historically depended on one customer for almost all of our sales.      
Specifically, in 2003, our most recent year of active operations, we sold an    
aggregate of 183,000 sponges to TurtleWax, which represented approximately 75%  
of our orders. These sales to TurtleWax resulted in net sales of approximately  
$291,000 during the year ended May 31, 2003. Our last sale to TurtleWax was in  
May 2003. TurtleWax has not placed any orders with us since that time. While we 
remain in contact with TurtleWax and continue to have discussions with them, we 
have not pursued sales to TurtleWax due to our lack of proper funding. This is  
due to that fact that TurtleWax orders require us to have product on an in-stock
basis so that we can immediately ship to them upon receiving orders.            

In February 2004, we inaugurated a website, www.spongetech.com, to sell our     
vehicular cleaning kit directly to the public. Since inception, we have sold    
approximately 500 kits for aggregate sales price of approximately $4,750. We pay
the website hosting company, Harbor Enterprises, a 20% royalty from the sales   
price on all Internet sales. We have not entered into a contract with Harbor    
Enterprises. Either party may terminate the relationship at any time. We ship   
directly to customers.                                                          

On July 18, 2005, we entered into an oral agreement with Lidel Fitzmaurice,     
Inc., a sales gorup that targets sales from Virginia to Vermont with eleven     
sales representatives. The sales representatives will receive seven (7%) of net 
sales which they generate and will be paid on the tenth day of the month        
following the month in which the sales are made. To date, we have received      
orders in the approximate amount of $14,625 from the efforts of Lidel           
Fitzmaurice, Inc. The products will be manufactured by Dicon and shipped by     
Dicon, with payment remitted to Dicon upon receipt of payment from the          
customers. We anticipate that these orders will be filled late spring. Lidel    
Fitzmaurice, Inc. has advised us that it intends to attend the following trade  
shows in the next twelve months: the Los Angeles Auto Show, the North American  
International Auto Show, the South Carolina International Auto Show, the West   
Virginia Auto Show, the Pennsylvania Auto and Boat Show, the Northeast Auto     
Show, the Motor Trend International Auto Show, the Chicago Auto Show, the       
Virginia International Auto Show, the New York International Auto Show, the     
Tampa Bay International Auto Show, the Charlotte International Auto Show and the
National Hardware Show. We do not anticipate that we will incur any costs in    
connection with retaining the various sales groups as the sales groups will be  
paid a percentage the net sales they generate only.                             

On January 27, 2006 we entered into an oral agreement with Bill Perry &         
Associates, a sales group with 9 sales representatives that will target their   
sales efforts to Georgia, Tennessee, Alabama, Mississippi, Florida, North       
Carolina, South Carolina and Virginia. The sales representatives will receive   
commissions in the range of six (6%) percent to eight (8%) percent of net sales 
which they generate and will be paid on the tenth day of the month following the
month in which the sales are made.                                              

On February 22, 2006, we entered into an oral agreement with Creative Marketing,
a sales group with 5 sales representatives who will target their sales efforts  
to Arizona, California and Nevada. The sales representatives will receive       
commissions in the range of five (5%) percent to seven (7%) percent of net sales
which they generate and will be paid on the tenth day of the month following the
month in which the sales are made.                                              

New Product Development                                                         

Our new product development program consists principally of devising or testing 
new products, improving the efficiency of existing ones, evaluating the         
environmental compatibility of products and market testing. We estimate that our
management devotes 2,000 hours to developing a product, its packaging and its   
marketing campaign. We have never paid nor do we expect to ever have to pay cash
compensation for any product development activities. We are considering the     
expansion of our product lines to include household cleaning products and       
personal hygiene products. Dicon produced samples for us of our children's bath 
foam sponge and household cleaning sponge. We have not yet signed an agreement  
with Dicon in connection with the children's bath or household cleaning sponges,
these sponges are still in the research and development stage.                  

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New Marketing                                                                   

The Company will focus on its efforts on increasing its sales through the hiring
of various sales groups and its attendance at various trade shows. The Company  
also intends to continue to promote its products through its website.           

Competition                                                                     

The market for consumer products is highly competitive. We compete with         
international, national and local manufacturers and distributors of soaps,      
detergents, waxes, sponges, cloths and other automotive, household and bath     
products. Indirectly, in the automotive product area, we compete with           
drive-through car washes. Our competition, for the most part, has brand         
recognition and large marketing and advertising budgets. We face major          
multinational competition in our proposed household and children's bath sponges.
Although our product is unique and patented, we cannot predict its acceptance in
any of the marketplaces for which it is designed.                               

We compete on the basis of the uniqueness of our sponge, which combines         
efficiency and effectiveness compared to other vehicular cleaning products. Our 
product avoids the preparation and clean-up of using sponges, liquid soaps and  
pails of water. It also avoids the mess and limited storage life of traditional 
liquid and paste waxes. In addition, our cleaning and wax product is much easier
to apply and does not have to be buffed. Our sponge which combines soap and wax 
is considerable cheaper than the purchase of the individual cleaning and        
application products, and our cleaning product is less expensive than the cost  
of a sponge and liquid detergent.                                               

We have in the past sold and intend to again explore retail markets, to sell and
provide greater public exposure to our vehicular sponge product.                

Government Regulations                                                          

Our cleaning products may be regulated by the Consumer Product Safety Commission
under authority of the Hazardous Substances Act. The Consumer Product Safety    
Commission's jurisdiction covers most non-cosmetic, non-drug substances used in 
the home. The Federal agency develops voluntary standards with industry and     
issues and enforces mandatory standards or bans consumer products if no feasible
standard would adequately protect the public. It conducts research on potential 
product hazards and obtains the recall of products that it believes pose        
potential risk for serious injury or death, or arranges for their repair.       
Additionally, the Consumer Product Safety Commission informs and educates       
consumers through the media, state and local governments, private organizations 
and by responding to consumer inquiries on, among other things, what safety     
features to look for in products. We do not believe that we are currently       
subject to any other direct federal, state or local regulation except in        
connection with regulations applicable to businesses generally or directly      
applicable to retailing or electronic commerce.                                 

Employees                                                                       

We currently employ five people on a part-time basis of whom three are members  
of the business and sales management team and two are staff.                    

 DESCRIPTION OF PROPERTY

Since December 8, 2004, we have been occupying our principal offices, which     
consist of 800 square feet of office space located at The Empire State Building,
350 Fifth Avenue, Suite 2204, New York, New York 10118. The premises are leased 
by members of the family of Steven Moskowitz, our secretary. Pursuant to a      
sublease agreement, we paid 60,000 shares of our common stock as consideration  
for the term of sublease. The sublease which covers 800 square feet of the      
subleased property expires on January 31, 2008. We pay directly for telephone,  
utilities and other expenses.                                                   

 LEGAL PROCEEDINGS

Except as described below, we are not currently a party to, nor is any of our   
property currently the subject of, any pending legal proceeding. None of our    
directors, officers or affiliates is involved in a proceeding adverse to our    
business or has a material interest adverse to our business.                    

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We are aware of a lawsuit commenced by Westgate Financial Corporation           
("Westgate") in the Superior Court of New Jersey, Law Division, Hudson County on
December 23, 2004 against Spongetech International, Ltd, Romantic Scents, Inc,  
Steven Moskowitz (our Secretary), RM Enterprises International, Ltd, and Flo    
Weinberg, Inc., a wholly-owned subsidiary of RM Enterprises International. On   
January 6, 2003, the Company and Westgate entered into a factoring agreement    
wherein the Company assigned to Westgate its accounts receivable arising out of 
its sale of goods or rendition of services to customers (the "Contract").       
Westgate asserts a breach of that contract against the Company seeking damages  
of $11,049.82 with interest accrued thereon, costs and reasonable attorney's    
fees. Specifically, Westgate alleges that the Company defaulted on the Contract 
by, allegedly, failing to assign any accounts receivable for sixty (60) days.   
The Company has counterclaimed alleging breach of contract and seeks damages in 
an amount not less than $13,006.01, which damages are the amount of credits due 
the Company at the time Westgate terminated the Contract. Currently, the parties
are conducting discovery. On September 19, 2005, our attorneys filed a Motion to
Compel Discovery as Westgate has failed to respond to our requests for          
discovery. Westgate has refused to provide any discovery beyond a token         
production. By its conduct, Westgate has violated a Court Order compelling the  
production of certain documents. On January 18, 2006, our attorneys filed a     
Motion to Enforce Litigant's Rights seeking the dismissal of Westgate's claims  
in response to its refusal to produce documents and its violation of the Court  
Order. On February 10, 2006, the Court ordered Westgate to produce certain      
responsive documents by February 17, 2006. Westgate has failed to comply with   
the Court's Order, and on March 1, 2006, the Company filed its Second Motion to 
Enforce Litigants' Rights seeking dismissal of the Complaint.                   

MANAGEMENT

Executive Officers, Directors, Director Nominees and Key Employees              

The following table sets forth certain information regarding our current        
Executive Officers, Directors and Key Employees:                                

Name                          Age      Position                          Since  
------------------------      ---      -------------                     ------ 
Michael Metter*               54       President,                               
                      Chief Executive Officer,
                                      Director                          5/2001

Steven Moskowitz*             41       Secretary, Treasurer                     
                     Chief Financial Officer
                                      and Director                      6/1999

Frank Lazauskas               45       Director                          7/2001 

----------------                                                                

* Michael Metter and Steven Moskowitz are promoters of Spongetech. In addition, 
RM Enterprises International, Jerome Schlanger and Michael Sorrentino were our  
promoters.                                                                      

Background of Officers and Directors                                            

Michael Metter has been President, Chief Executive Officer and a Director since 
May 2001. Mr. Metter has served as President of RM Enterprises International,   
Inc., our majority stockholder, since April, 2001, and as its Chief Executive   
Officer since March 2, 2004. He has been a director of Western Power and        
Equipment Corp. (OTCBB) since February 2003. Mr. Metter served as the President 
of Azurel, Ltd. (OTCBB and subsequently Pink Sheets) from October 2002 to       
February 2003, and as its Chief Operating Officer from October 2002 to June     
2003. Azurel is delinquent in its reporting requirements with the SEC due to the
fact that it has failed to file any of its required quarterly and annual reports
since the filing of its Annual Report on Form 10-KSB for the year ended December
31, 2002. Since June 2002, Mr. Metter has served as President and Chief         
Executive Officer of BusinessTalkRadio.net, a syndicated radio network based in 
Greenwich, Connecticut. Since June 2003, he has been chairman of the board of   
Tiburon Capital Group, a privately held holding corporation. He has served since
May 2000 as Vice-President ERC Corp., a privately held marketing consultant. He 
was compliance director of Securities Capital Trading, Inc., a securities       
broker-dealer, from October 1998 to February 2001. On April 19, 2001, Mr. Metter
filed a petition in personal bankruptcy in the District of Connecticut,         
Bridgeport Division, and was discharged on December 14, 2001. Mr. Metter        
received his MBA in Finance in 1975 and his B.A. in Marketing and Accounting in 
1973 from Adelphi University.                                                   

Steven Moskowitz has been Secretary, Treasurer and a Director since June 1999.  
In February 2006, Mr. Moskowitz was appointed to serve as our Chief Financial   
Officer. Mr. Moskowitz has served as a director of RM Enterprises International,
Inc. since April 2001, and as its Secretary since March 2, 2004. He has been a  
director of Western Power and Equipment Corp. (OTCBB) since February 11, 2003.  
Mr. Moskowitz was a director and CEO of Azurel, Ltd, (OTCBB and subsequently    
Pink Sheets) from October 31, 2002 to October 10, 2003. Mr. Moskowitz rejoined  
Azurel from May 1, 2004 through July 26, 2004 as CEO and President. On July 25, 
2005, Mr. Moskowitz was elected as CEO and President of Azurel. Azurel is       
delinquent in its reporting requirements with the SEC due to the fact that it   
has failed to file any of its required quarterly and annual reports since the   
filing of its Annual Report on Form 10-KSB for the year ended December 31, 2002.
Since June 2003, he has been director of Tiburon Capital Group, a privately held
holding corporation, and since May 2000, he has served as Vice President of ERC 
Corp., a privately-held marketing consultant. He served as Vice President,      
Marketing and Business Development for H. W. Carter & Sons, a distributor of    
children's clothing, from 1987 to 2002. He was President of the H. W. Carter &  
Sons division of Evolutions, Inc. from 1996 to 1997. Mr. Moskowitz served in    
various capacities at Smart Style Industries, a manufacturer and distributor of 
children's apparel, from 1986 to 1987 from sales assistant to Vice President    
Sales and Marketing. He received his B.S. in Management from Touro College in   
1986.                                                                           

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Frank Lazauskas has been a Director since July 2001. Mr. Lazauskas is the       
founder and President of FJL Enterprises, Inc. and TNJ Enterprises, Inc., formed
in 1999 and 1997, respectively, which own and operate eight Dominos Pizza       
Stores. He was elected a director of RM Enterprises International, Inc., our    
majority stockholder, in March 2004. Mr. Lazauskas was a director of Azurel,    
Ltd, (OTCBB and subsequently Pink Sheets) from October 2002 to June 2003. Azurel
is delinquent in its reporting requirements with the SEC due to the fact that it
has failed to file any of its required quarterly and annual reports since the   
filing of its Annual Report on Form 10-KSB for the year ended December 31, 2002.
He received his B.A. in Mathematics from Central Connecticut State University in
1983.                                                                           

Pursuant to our bylaws, our directors are elected at our annual meeting of      
stockholders and each director holds office until his successor is elected and  
qualified. Officers are elected by our Board of Directors and hold office until 
an officer's successor has been duly appointed and qualified unless an officer  
sooner dies, resigns or is removed by the Board. There are no family            
relationships among any of our directors and executive officers.                

Director Compensation                                                           

Our directors do not receive cash compensation for their services as directors  
but are reimbursed for their reasonable expenses for attending board and board  
committee meetings.                                                             

Committee of the Board of Directors                                             

We have an audit committee composed of Frank Lazauskas.                         

EXECUTIVE COMPENSATION

The following table sets forth for the fiscal years ended May 31, 2005 and 2004,
the compensation we paid to our Chief Executive Officer(s) and any other        
executive officers who earned in excess of $100,000 based on salary and bonus.  

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                              Long-Term                             
                                                                                            Compensation                            
                                                                             --------------------------------------------           
                                               Annual Compensation                      Awards                Payouts               
                                       ------------------------------------- ------------------------------ -------------           
                                                                                                                            All     
                                                                  Other                        Securities                  Other    
                                                                 Annual         Restricted     Under-lying                Compen-   
          Name and                                               Compen-      Stock Award(s)    Options/        LTIP      sation    
     Principal Position       Year      Salary ($)   Bonus ($)  sation ($)         ($)          SARs (#)    Payouts ($)      ($)    
--------------------------- ---------- ------------- ---------- ------------ ----------------- ------------ ------------- ----------
                                                                                                                                    
Michael Metter               2005       499,500 (1)       0           0               0              0             0           0    
 Chief Executive Officer     2004             0           0           0               0              0             0           0    
                             2003             0           0           0               0              0             0           0    

Steven Moskowitz             2005       490,500 (2)       0           0               0              0             0           0    
 Treasurer and Secretary     2004             0           0           0               0              0             0           0    
                             2003             0           0           0               0              0             0           0    

Frank Lazaukas               2005       499,500 (3)       0           0               0              0             0           0    
 Director                    2004             0           0           0               0              0             0           0    
                             2003             0           0           0               0              0             0           0    

(1) 3,330,000 shares of common stock were issued to Mr. Metter as consideration 
for services rendered to us which shares are valued at $499,500.                

(2) 3,270,000 shares of common stock were issued to Mr. Moskowiz as             
consideration for services rendered to us which shares are valued at $490,500.  

(3) 3,330,000 shares of common stock were issued to Mr. Lazaukas as             
consideration for services rendered to us, which shares were valued at $499,500.

Option Grants for the fiscal years ended May 31, 2005 and 2004                  

No options or SARs were granted to the named executive officers during fiscal   
year ended May 31, 2005.                                                        

Aggregated Option Exercise for the fiscal years Ended May 31, 2005 and 2004 and 
Fiscal Year-End Option Values                                                   

None.                                                                           

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Securities Authorized for Issuance Under Equity Compensation Plans              

The following table shows information with respect to each equity compensation  
plan under which our common stock is authorized for issuance as of the fiscal   
year ended May 31, 2005.                                                        

EQUITY COMPENSATION PLAN INFORMATION

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------
           Plan category              Number of securities       Weighted average        Number of securities    
                                        to be issued upon       exercise price of      remaining available for   
                                           exercise of         outstanding options,     future issuance under    
                                      outstanding options,     warrants and rights    equity compensation plans  
                                       warrants and rights                              (excluding securities    
                                                                                       reflected in column (a)   
-----------------------------------------------------------------------------------------------------------------
                                               (a)                     (b)                       (c)             
-----------------------------------------------------------------------------------------------------------------
                                                                                                                 
Equity compensation plans approved             -0-                     -0-                       -0-             
by security holders                                                                                              
-----------------------------------------------------------------------------------------------------------------
Equity compensation plans not                  -0-                     -0-                       -0-             
approved by security holders                                                                                     
-----------------------------------------------------------------------------------------------------------------
Total                                          -0-                     -0-                       -0-             
-----------------------------------------------------------------------------------------------------------------

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We were incorporated in New York State on July 18, 1999 as Romantic Scents, Inc.
by RM Enterprises International, Inc. which was issued 5,000 shares representing
all our issued and outstanding capital stock in consideration of forming our    
company. We received advances from RM Enterprises International in the aggregate
amount of $113,414. These advances were paid back to RM Enterprises             
International on an interest-free basis through the conversion of debt into     
common stock. RM Enterprises International, Inc. may be considered a promoter.  
Michael Metter, our President, and Steven Moskowitz, our Secretary, may also be 
considered our promoters. Jerome Schlanger and Michael Sorrentino were former   
presidents of us and may be considered promoters. Aside from the shares of our  
common stock which it received in connection with our formation, RM Enterprises 
International has received no additional consideration from us for its          
activities related to our formation or business.                                

The control persons and beneficial owners of RM Enterprises International are   
Michael Metter, Steven Moskowitz and Frank Lazauskas, all of whom are directors 
of RM Enterprises International.                                                

Jerome Schlanger was Treasurer and a director of RM Enterprises until his       
resignation as of March 3, 2004. On July 15, 2002, under the name of RSI        
Enterprises, we entered into a stock exchange agreement with Nexgen Acquisitions
under which we became a wholly-owned subsidiary. Our then sole stockholder, RM  
Enterprises, received 12,000,000 shares of the common stock of Nexgen           
Acquisitions VIII and became its majority stockholder. Guy Cohen, as the owner  
of Nexgen Holdings, Inc., the parent of Nexgen Acquisitions was the promoter of 
Nexgen Acquisitions; and he received no additional consideration from us for his
activities. Mr. Cohen, on November 22, 2004, transferred his interest in Nexgen 
Holdings to The Rubin Family Irrevocable Stock Trust.                           

In September, 2002, the majority stockholder of Nexgen Acquisitions VIII        
transferred 2,000,000 shares to The Rubin Family Irrevocable Stock Trust, a     
stockholder but not a control person of RM Enterprises, 300,000 shares to Eugene
Dworkis, 200,000 shares to Maurice Harroch and 500,000 shares to Falcon Crest   
Capital, Inc.                                                                   

Michael Sorrentino, a former employee, loaned us $25,000 on February 21, 2001   
payable on demand. We had been accruing interest at the rate of 10% per annum.  
Between June 1, 2000 to May 31, 2001, RM Enterprises International, Inc., our   
majority stockholder, loaned us during the fiscal year ended May 31, 2001, an   
aggregate of $51,930. The loan did not bear interest, and the maturity date was 
extended to December 31, 2004. From November, 2002 through November 30, 2003, RM
Enterprises International loaned us an aggregate of $73,600, payable on demand. 
The loan which was now due December 31, 2004 did not bear interest. We used     
these funds to pay rent in the amount of $15,000, telephone costs in the amount 
of $7,500 and other administrative expenses relating to our occupancy of our    
headquarters premises of $51,100. All of these loans were converted into shares 
of our common stock.                                                            

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In January 2003, we paid $24,500 to a company owned by Deborah Metter, the wife 
of Michael Metter, our President, for marketing and promotional services in     
connection with the preparation of an infomercial for the vehicular sponge,     
including the use of her home. In 2003 and the first half of 2004, we marketed  
our products on a radio talk show aired by BusinessTalkRadio.net, a syndicated  
radio network of which Mr. Metter is President and CEO. BusinessTalkRadio.net   
received a $1.00 commission on each item sold. We paid BusinessTalkRadio.net an 
aggregate of $300 during that time but currently do not advertise on the        
program.                                                                        

From our inception in July 1999 until March 2, 2004, we occupied office and     
warehouse space in premises in an industrial building leased by RM Enterprises  
International. We paid RM Enterprises International an aggregate of $15,000 for 
rent, $7,500 for telephone costs and $51,600 for administrative costs. From     
March 3, 2004 through December 15, 2004, we occupied office space rent-free in  
an office tower that was leased by the family of Steven Moskowitz. We currently 
sublease office space from A&N Enterprises LLC, which is leased by the family of
Steven Moskowitz. We issued 60,000 shares of common stock to A&N Enterprises as 
consideration for our use of the premises.                                      

In January 2005, we issued 3,330,000 shares of our common stock to Michael. L.  
Metter, our President and Chief Executive Officer, as compensation for managing 
our day-to-day operations, introducing us to business, sales, contractual and   
fundraising opportunities and evaluating potential acquisition candidates on our
behalf valued at $499,500.                                                      

In January 2005, we issued 3,270,000 shares of our common stock, valued at to   
Steven Moskowitz, our Secretary, as compensation for managing our day-to-day    
operations, introducing us to business, sales, contractual and fundraising      
opportunities and evaluating potential acquisition candidates on our behalf     
valued at $490,500.                                                             

In January 2005, we issued 100,000 shares of our common stock to Thomas Monahan,
our former Chief Financial Officer, as compensation for managing our financial  
operations valued at $15,000.                                                   

In January 2005, we issued 3,330,000 shares of our common stock to Frank        
Lazauskas, a director of the Company, as compensation for managing our          
day-to-day operations, introducing us to business, sales, contractual and       
fundraising opportunities and evaluating potential acquisition candidates on our
behalf at $499,500.                                                             

In January 2005, we issued 2,000,000 shares of our common stock to the Rubin    
Family Irrevocable Stock Trust as directed by Robert Rubin, as compensation for 
introducing us to business, sales and contractual opportunities and assisting us
with the review and evaluation of fundraising activities and potential          
acquisition candidates, valued at $300,000.                                     

In January 2005, we issued 533,333 shares of our common stock to Steven         
Moskowitz, our Secretary and Director, in exchange for $114,400 in debt.        

In January 2005, we issued 466,667 shares of our common stock to RM Enterprise  
International and 215,969 shares of our common stock to Flo Weinberg, Inc., its 
wholly-owned subsidiary, in exchange for an aggregate of $183,414 in debt.      

In January 2005, we issued 466,667 shares of our common stock to American United
Global, Inc., which is majority-owned by The Rubin Family Irrevocable Stock     
Trust, in exchange for $70,000 in debt.                                         

In January 2005, we issued 500,000 shares of our common stock to Michael        
Sorrentino, in exchange for $75,000 in debt.                                    

We believe that these transactions were on terms as favorable as could have been
obtained from unaffiliated third parties. All future transactions we enter into 
with our directors, executive officers and other affiliated persons will be on  
terms no less favorable to us than can be obtained from an unaffiliated party   
and will be approved by a majority of the independent, disinterested members of 
our board of directors, and who had access, at our expense, to our or           
independent legal counsel.                                                      

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of February 9, 2006, with
respect to the beneficial ownership of the outstanding common stock by (i) any  
holder of more than five (5%) percent; (ii) each of our executive officers and  
directors; and (iii) our directors and executive officers as a group. Except as 
otherwise indicated, each of the stockholders listed below has sole voting and  
investment power over the shares beneficially owned.                            

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------
                                                         Shares of Common Stock Beneficially Owned(1)(2)
--------------------------------------------------------------------------------------------------------
               Name                            Title                 Number                Percent      
--------------------------------------------------------------------------------------------------------
                                                                                                        
RM Enterprises International, Inc.(3)                              12,382,636               36.5%       
c/o Spongetech Delivery Systems, Inc.                                                                   
The Empire State Building, Suite 2204                                                                   
New York, New York 10118                                                                                
--------------------------------------------------------------------------------------------------------
The Rubin Family Irrevocable                                        7,377,667                21.7%      
  Stock Trust (4)                                                                                       
25 Highland Boulevard                                                                                   
Dix Hills, New York 11746                                                                               
--------------------------------------------------------------------------------------------------------
Michael Metter (3)(5)                    President, Chief          15,712,636               46.3%       
One Tinker Lane                          Executive Officer and                                          
Greenwich, CT 06830                      Director                                                       
--------------------------------------------------------------------------------------------------------
Steven Moskowitz (3)                     Secretary and Director    15,185,969               44.7%       
c/o Spongetech Delivery Systems, Inc.                                                                   
The Empire State Building, Suite 2204                                                                   
New York, New York 10118                                                                                
--------------------------------------------------------------------------------------------------------
Frank Lazauskas (3)                      Director                  15,712,636               46.3%       
51 Niagara Street                                                                                       
Newark, New Jersey 07105                                                                                
--------------------------------------------------------------------------------------------------------
Officers and                                                       21,845,969               64.3%       
Directors (3 persons)(6)                                                                                
------------------------------------------------------------------------------------------------------- 

(1) Beneficial ownership is determined in accordance with the rules of the SEC  
and generally includes voting or investment power with respect to securities.   
Unless otherwise indicated below, the persons and entity named in the table have
sole voting and sole investment power with respect to all shares beneficially   
owned, subject to community property laws where applicable. Under rules adopted 
by the SEC, shares of common stock issuable pursuant to warrants or options or  
upon conversion of convertible securities, to the extent such warrants or       
options or convertible securities are currently exercisable or convertible      
within 60 days of the date of the prospectus, are treated as outstanding for    
computing the percentage of the person holding such securities but are not      
treated as outstanding for computing the percentage of any other person.        

(2) The percentage of beneficial ownership is based on 33,952,636 shares of our 
common stock outstanding as of the date of the prospectus.                      

(3) Includes 215,969 shares of our common stock owned by Flo Weinberg, Inc., a  
wholly-owned subsidiary of RM Enterprises International. The control persons of 
RM Enterprises International are Michael Metter, Steven Moskowitz and Frank     
Lazauskas, all of whom are directors of RM Enterprises International.           

(4) Includes 466,667 shares of common stock owned by American United Global,    
Inc., of which The Rubin Family Irrevocable Stock is a majority stockholder. The
trustees of The Rubin Family Irrevocable Stock Trust are Majorie Rubin and      
Robert Shulman, CPA. The beneficiaries of The Rubin Family Irrevocable Stock    
Trust are Linda Rubin, Andrew Rubin and Lisa Rubin.                             

(5) Includes 1,665,000 shares of our common stock beneficially owned by Deborah 
Metter, Michael Metter's wife, through D.L. Investments, Inc. Mr. Metter        
disclaims beneficial ownership of these shares.                                 

(6) Includes (i) 1,665,000 shares of our common stock held by Mr. Metter; (ii)  
includes 1,665,000 shares of our common stock beneficially owned by Deborah     
Metter, Michael Metter's wife, through D.L. Investments, Inc. Mr. Metter        
disclaims beneficial ownership of these shares; (iii) 2,803,333 shares of our   
common stock held by Mr. Moskowitz; (iv) 3,330,000 shares of our common stock   
held by Mr. Lazauskas; and (v) 12,382,636 shares of our common stock held by RM 
Enterprises International, including 215,969 shares of our common stock owned by
Flo Weinberg, Inc., a wholly-owned subsidiary of RM Enterprises International.  
The control persons of RM Enterprises International are Michael Metter, Steven  
Moskowitz and Frank Lazauskas, all of whom are directors of RM Enterprises      
International.                                                                  

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 DESCRIPTION OF SECURITIES

The following description of our capital stock is a summary and is qualified in 
its entirety by the provisions of our Certificate of Incorporation, with        
amendments, all of which have been filed as exhibits to our registration        
statement of which this prospectus is a part.                                   

Capital Structure                                                               

Our capital stock consists of 55,000,000 shares of capital stock, par value     
$.001 per share, of which 50,000,000 shares are common stock and 5,000,000      
shares are preferred stock that may be issued in one or more series at the      
discretion of the board of directors. As of the date hereof, 33,952,636 shares  
of common stock and no shares of preferred stock are issued and outstanding.    

Units                                                                           

Each unit offered hereby consists of one share of common stock and one          
redeemable class A warrant. The components of the unit will not be separately   
transferable for a period of 90 days from the initial closing of this offering, 
or sooner in our discretion. We will issue a press release if we determine to   
allow the common stock and class A redeemable warrants to become separately     
tradable prior to 90 days.                                                      

Common Stock                                                                    

We are authorized to issue 50,000,000 shares of common stock, $.001 par value   
per share, of which 33,952,636 shares are issued and outstanding as of the date 
of the prospectus. Each outstanding share of common stock is entitled to one    
vote, either in person or by proxy, on all matters that may be voted upon by    
their holders at meetings of the stockholders.                                  

Holders of our common stock:                                                    

1. Have equal ratable rights to dividends from funds legally available          
therefore, if declared by our board of directors;                               

2. Are entitled to share ratably in all of our assets available for distribution
to holders of common stock upon our liquidation, dissolution or winding up;     

3. Do not have preemptive, subscription or conversion rights, or redemption or  
sinking fund provisions; and                                                    

4. Are entitled to one noncumulative vote per share on all matters on which     
stockholders may vote at all meetings of our stockholders.                      

Cumulative voting for the election of directors is not provided for in our      
certificate of incorporation, which means that the holders of a majority of the 
shares voted can elect all of the directors then standing for election.         

Our certificate of incorporation provides that specified provisions may not be  
repealed or amended except upon the affirmative vote of the holders of not less 
than 2/3 of the outstanding stock entitled to vote. This provision would enable 
the holders of more than 1/3 of our voting stock to prevent amendments to the   
certificate of incorporation even if they were favored by the holders of a      
majority of the voting stock.                                                   

Preferred Stock                                                                 

We may, subject to limitations prescribed by Delaware law:                      

1. Provide for the issuance of up to 5,000,000 shares of our preferred stock in 
one or more series;                                                             

2. Establish from time to time the number of shares to be included in each such 
series;                                                                         

3. Fix the rights, preferences and privileges of the shares of each wholly      
unissued series and any qualifications, limitations or restrictions thereon; and

4. Increase or decrease the number of shares of any such series (but not below  
the number of shares of such series then outstanding) without any further vote  
or action by the stockholders.                                                  

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Our board of directors may authorize the issuance of preferred stock with voting
or conversion rights that could adversely affect the voting power or other      
rights of the holders of our common stock. The issuance of preferred stock,     
while providing flexibility in connection with possible acquisitions and other  
corporate purposes, could, among other things, have the effect of delaying,     
deferring or preventing a change in control and may adversely affect the market 
price of the common stock and the voting and other rights of the holders of     
common stock. We have no current plans to issue any shares of preferred stock.  

Redeemable Class A Warrants                                                     

Each redeemable class A warrant entitles the registered holder thereof to       
purchase one share of common stock form us at a price of $0.50 per share,       
subject to adjustment in certain circumstances, at any time from the date the   
warrants become separately tradable until five years after the date hereof.     

We may redeem the class A warrants at a redemption price of $0.001 per class A  
warrant, upon at least 30 days' written notice, commencing on _________, 2006   
(six months after the date hereof), if the average of the closing high bid      
prices of the common stock exceeds $1.00 for five consecutive trading days      
ending on the third day prior to the date on which notice of redemption is      
given, and provided that a current prospectus relating to the underlying        
securities is then in effect. All of the redeemable class A warrants must be    
redeemed if any are redeemed. We will redeem the warrants if we are in need of  
additional capital at a time when the common stock is trading above $1.00 and we
believe that other sources of capital are less advantageous.                    

The exercise prices and number of shares of common stock or other securities    
issuable upon exercise of the redeemable class A warrants are subject to        
adjustment in certain circumstances, including in the event of a stock dividend,
stock split, recapitalization, reorganization, merger or consolidation.         

The redeemable class A warrants may be exercised upon surrender of the warrant  
certificate on or prior to the expiration date at the offices of the warrant    
agent, with the exercise form on the reverse side of the warrant certificate    
completed and executed as indicated, accompanied by full payment of the exercise
price to the warrant agent for the number of redeemable class A warrants being  
exercised. Holders of the redeemable class A warrants do not have the rights or 
privileges of holders of common stock.                                          

In order to comply with applicable laws in connection with the exercise of the  
redeemable class A warrants and the resale of the common stock issued upon such 
exercise, the redeemable class A warrants will be exercisable only if:          

1. At the time of exercise, we have an effective and current registration       
statement on file with the Securities and Exchange Commission covering the      
shares of common stock issuable upon exercise upon such redeemable class A      
warrant; and                                                                    

2. Such shares have been registered or qualified or deemed to be exempt from    
registration or qualification under the securities laws of the state of         
residence of the holder of such redeemable class A warrant.                     

We will use our best efforts to have all shares so registered or qualified on or
before any exercise date and to maintain a current prospectus relating thereto  
until the expiration of the redeemable class A warrants, subject to the terms of
the warrant agreement. While it is our intention to do so, there is no assurance
that it will be able to comply. We therefore will be required to file           
post-effective amendments to this registration statement when subsequent events 
require such amendments in order to continue the registration of the common     
stock underlying the redeemable class A warrants and to take appropriate action 
under state laws. During any period in which we fail to maintain the            
effectiveness of this registration statement, the warrantholders will not be    
able to exercise their redeemable class A warrants.                             

Reports to Stockholders                                                         

We intend to furnish our stockholders with annual reports containing audited    
financial statements as soon as practicable after the end of each fiscal year.  
Our fiscal year ends on May 31.                                                 

Transfer Agent                                                                  

We have appointed Olde Monmouth Stock Transfer Co., Inc., Atlantic Highlands,   
New Jersey, as transfer agent for our shares of common stock and warrants.      

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SELLING STOCKHOLDERS  

We are registering 3,625,969 of the shares, which are owned by our stockholders.
We will not receive any of the proceeds from sales of shares offered under this 
prospectus by the selling stockholders.                                         

All costs, expenses and fees in connection with the registration of the selling 
stockholders' shares will be borne by us. All brokerage commissions, if any,    
attributable to the sale of shares by selling stockholders will be borne by     
selling stockholders.                                                           

The following table sets forth the name of each person who is offering the      
resale of shares of common stock by this prospectus, the number of shares of    
common stock beneficially owned by each person, the number of shares of common  
stock that may be sold in this offering and the number of shares of common stock
each person will own after the offering, assuming they sell all of the shares   
offered. None of such persons are broker-dealers or affiliates of               
broker-dealers.                                                                 

                                                        [Enlarge/Download Table]

====================================================================================================================
                                        Shares Beneficially Owned                   Shares Beneficially Owned       
                                          Prior to the Offering                      After the Offering (1)         
                                        -------------------------               ----------------------------------  
                                                                     Total         Percent           Percent        
                                                                     Shares        Assuming          Assuming       
                  Name                  Number        Percent      Registered   Minimum Offering  Maximum Offering  
                  ----                  ------        -------      ----------   ----------------  ----------------  
                                                                                                                    
Renegade Consulting (2)                100,000           *            100,000          -0-%            -0-%         
Joel Pensley                           775,000        2.5%            775,000          -0-%            -0-%         
Maurice Harroch                        200,000           *            200,000          -0-%            -0-%         
Flo Weinberg, Inc. (3)                 215,969           *            215,969          -0-%            -0-%         
DDK and Company LLC (4)                500,000        1.5%            500,000          -0-%            -0-%         
Michael Sorrentino                     500,000        1.4%            500,000          -0-%            -0-%         
A&N Enterprises LLC (5)                310,000           *            310,000          -0-%            -0-%         
Robert J. Miller                       100,000           *            100,000          -0-%            -0-%         
Reed Smith LLC (6)                     100,000           *            100,000          -0-%            -0-%         
Ahava Investments Inc. (7)             500,000        1.4%            500,000          -0-%            -0-%         
Touchdown Capital Inc. (8)             250,000           *            250,000          -0-%            -0-%         
Irwin Pearl                             32,500           *             32,500          -0-%            -0-%         
Patti DeMatteo                          32,500           *             32,500          -0-%            -0-%         
Eliot F. Bloom                          10,000           *             10,000          -0-%            -0-%         
                                                                    ---------                                       
                                                                    3,625,969                                       

(1) Applicable percentage ownership is based on 33,952,636 shares of common     
stock outstanding as of April 29, 2005, together with securities exercisable or 
convertible into shares of common stock within 60 days of April 29, 2005.       
Beneficial ownership is determined in accordance with the rules of the          
Securities and Exchange Commission and generally includes voting or investment  
power with respect to securities. Shares of common stock that are currently     
exercisable or exercisable within 60 days of April 29, 2005 are deemed to be    
beneficially owned by the person holding such securities for the purpose of     
computing the percentage of ownership of such person, but are not treated as    
outstanding for the purpose of computing the percentage ownership of any other  
person.                                                                         

(2) Joel Pensley has voting and investment power over the shares held by        
Renegade Consulting, Inc.                                                       

(3) Flo Weinberg, Inc. is a wholly-owned subsidiary of RM Enterprises           
International, Inc, which owns 36.5% of the common stock of Spongetech. Michael 
Metter, Steven Moskowitz and Frank Lazauskas, the board of directors of RM      
Enterprises International, hold voting and investment power over the shares held
by Flo Weinberg.                                                                

(4) Allen Dorkin holds voting and investment power over the shares held by DDK &
Company LLC.                                                                    

(5) Norman Moskowitz holds voting and investment power over the shares of our   
common stock held by A&N Enterprises. Norman Moskowitz is the father of Steven  
Moskowitz.                                                                      

(6) Robert Miller holds voting and investment power over the shares of our      
common stock held by Reed Smith.                                                

(7) Beat Kranz holds voting and investment power over the shares of our common  
stock held by Ahava Investments, Inc.                                           

(8) Steven Klein holds voting and investment power over the shares of our common
stock held by Touchdown Capital.                                                

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RESCISSION OFFER
Background                                                                      

In March 2002 through May 2002, our predecessor, Nexgen VIII, sold an aggregate 
of 219,000 shares pursuant to a private placement offering. Our current         
management was not involved in said offering but was advised that the private   
placement was made pursuant to Rule 504, promulgated pursuant to Regulation D of
the Securities Act of 1933, as amended (the "Act"). At the time of the issuances
in March through May 2002, there was no written agreement between Nexgen and us.
However, Nexgen's plan was to merge with Spongetech International, Ltd. and     
therefore Nexgen had a specific plan to engage in a merger with an identified   
company, Spongetech International, Ltd., as permitted by Rule 504(a)(3). This   
rule prohibits the use of an offering under Rule 504 if the issuer intends "to  
engage in a merger or acquisition with an unidentified company or companies, or 
other entity or person." Accordingly management believed that at the time of the
issuances from March through May 2002, Nexgen was not a blank check company and 
was permitted to avail itself of the exemption provided by Rule 504. Despite the
believe that Nexgen was not a blank check company at the time of the issuances, 
Nexgen may have been a blank check company and as such the reliance on Rule 504 
was misplaced and the transaction was not exempted pursuant to such Rule 504 and
the issuances were made in violation of Section 5 of the Act. In order to cure  
any violation that may have occurred or that may have been deemed to have       
occurred by any regulatory agency, we have determined to offer rescission to the
shareholders who purchased shares from our predecessor in March through May     
2002. The rescission offer is intended to address any federal and state         
securities laws compliance issues by allowing the holders of the shares covered 
by the rescission offer to rescind the underlying securities transactions and   
sell those securities back to us.                                               

The rescission offer will cover an aggregate of 219,000 shares of common stock  
issued and outstanding. We are making the rescission offer to the holders of    
these shares. The rescission offer will be kept open for 30 days and will be    
registered under the Securities Act of 1933 and qualified in each state where   
such qualification is required under applicable state securities laws. The      
following is a list of shareholders that are entitled to rescission:            

                                                        [Enlarge/Download Table]

=============================================================================================
                          Shares Beneficially Owned             Shares Beneficially Owned    
                            Prior to the Offering                After the Rescission (1)    
                          -------------------------              ------------------------    
                                                        Total          Percent               
                                                        Shares         Assuming              
           Name           Number        Percent       Registered    Minimum Offering         
           ----           ------        -------       ----------    ----------------         
                                                                                             
Shinya Araki               5,000           *             5,000          -0-%                 
Neil Foley                 5,000           *             5,000          -0-%                 
Jean Geyer                10,000           *            10,000          -0-%                 
Emma Hass                  8,000           *             8,000          -0-%                 
Melvin Koeller             5,000           *             5,000          -0-%                 
Malcom McGuire            10,000           *            10,000          -0-%                 
Sue Neil                   8,000           *             8,000          -0-%                 
Kevin O'Hara               8,000           *             8,000          -0-%                 
Olson Jeweler              5,000           *             5,000          -0-%                 
Bettye Oustz               8,000           *             8,000          -0-%                 
Angelo Palmisano           5,000           *             5,000          -0-%                 
Linda Chadwick             5,000           *             5,000          -0-%                 
Carol Polevoy              8,000           *             8,000          -0-%                 
Philip Wong                8,000           *             8,000          -0-%                 
Neil Cox                   8,000           *             8,000          -0-%                 
Richard Blundell          10,000           *            10,000          -0-%                 
Ken Heng                  10,000           *            10,000          -0-%                 
Donna Lutsky               5,000           *             5,000          -0-%                 
Jay Lutsky                 5,000           *             5,000          -0-%                 
Tanna Sessions             5,000           *             5,000          -0-%                 
Dean Sessions              5,000           *             5,000          -0-%                 
Patsy Sessions             5,000           *             5,000          -0-%                 
Michelle Brown             5,000           *             5,000          -0-%                 
James John                 8,000           *             8,000          -0-%                 
Arden Amos                10,000           *            10,000          -0-%                 
Robert Sessions            5,000           *             5,000          -0-%                 
Robert Sonfield           10,000           *            10,000          -0-%                 
Margot Krimmel            10,000           *            10,000          -0-%                 
Bonnie Carol              10,000           *            10,000          -0-%                 
Max Krimmel               10,000           *            10,000          -0-%                 

(1) The number and percentage of shares beneficially owned is determined in     
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the      
information is not necessarily indicative of beneficial ownership for any other 
purpose. Under such rule, beneficial ownership includes any shares as to which  
the selling stockholders has sole or shared voting power or investment power and
also any shares, which the selling stockholders has the right to acquire within 
60 days.                                                                        

(2) Assumes that all securities registered will be rescinded or sold.           

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Rescission Offer and Price                                                      

We are offering to rescind certain stock issuances pursuant to a private        
placement conducted by our predecessor, Nexgen VIII. By making this rescission  
offer, we are not waiving any applicable statutes of limitations.               

More specifically, we are offering to rescind the sale of 219,000 shares of our 
common stock, which are held by 30 persons. This offer will be made to current  
shareholders who purchased shares of common stock from us between March 2002 and
May 2002 and who are, or were at the time of issuance, residents of Colorado and
Texas, at $.01.                                                                 

If you accept our rescission offer and you hold shares of our common stock, we  
will repurchase the shares you hold that are subject to the rescission offer at 
the price per share paid, plus interest at the current statutory rate per year  
mandated by your state of residence, from the date of purchase through the date 
that the rescission offer expires.                                              

If you accept our rescission offer, you will be entitled to receive interest at 
the applicable statutory interest rate per year in accordance with your state of
residence. You will not, however, be entitled to any payments for interest or   
otherwise unless you affirmatively elect to participate in the offer. We intend 
to use the legal rates of interest for the repurchase of the shares based on the
state of residence of the stockholder. These interest rates are as follows:     

----------------------------------------------------        
State                     Interest Rate                     
----------------------------------------------------        
Colorado                  8%                                
----------------------------------------------------        
Texas                     6%                                
----------------------------------------------------        

Acceptance                                                                      

You may accept the rescission offer by completing and signing the enclosed      
election form indicating the shares to be repurchased and delivering a stock    
power representing the shares you are surrendering for repurchase, on or before 
the close of business on *, 2006 (30 days after the date hereof), which date and
time we refer to in this document as the expiration date. All acceptances of the
rescission offer will be deemed to be effective on the expiration date and the  
right to accept the rescission offer will terminate on the expiration date.     
Acceptances or rejections may be revoked in a written notice to us, to the      
attention of Michael Metter, CEO, The Empire State Building, 350 Fifth Avenue,  
Suite 2204, New York, New York 10118, which is received prior to the expiration 
date. Within fifteen business days after the expiration date, we will pay for   
any securities as to which the rescission offer has been validly accepted.      

The rescission offer will expire at 5:00 p.m., New York City time, on *, 2006(30
days after the date hereof). If you submit an election form after the expiration
time, regardless of whether your form is otherwise complete, your election will 
not be accepted, and you will be deemed to have rejected our rescission offer.  

Neither we nor our officers and directors make any recommendations to you with  
respect to the rescission offer contained herein. You are urged to read the     
rescission offer carefully and to make an independent evaluation with respect to
its terms.                                                                      

IF PERSONS DESIRING TO ACCEPT THE RESCISSION OFFER INTEND TO MAKE USE OF THE    
MAIL TO RETURN THEIR STOCK POWERS, INSURED REGISTERED MAIL, RETURN RECEIPT      
REQUESTED, IS RECOMMENDED.                                                      

Rejection or Failure to Affirmatively Accept                                    

If you fail to accept, or if you affirmatively reject the rescission offer by so
indicating on the enclosed election form, you will retain ownership of the      
shares and you will not receive any cash for those securities in connection with
the rescission offer. Your shares will be registered and will be fully tradeable
under the Securities Act of 1933, unless you are an affiliate of Spongetech     
Delivery Systems within the meaning of Rule 144 or Rule 145, as the case may be.
Your shares will remain subject to any applicable terms and conditions of the   
original agreement under which they were issued and any subsequent agreement    
relating to such shares. In addition, you will remain subject to other transfer 
restrictions entered into with respect to your shares.                          

Solicitation                                                                    

We have not retained, nor do we intend to retain, any person to make
solicitations or recommendations to you in connection with the rescission offer.

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Effect of Rescission Offer                                                      

    It is unclear whether the rescission offer will terminate our liability,
if any, for failure to register or qualify the issuance of the securities under 
either federal or state securities laws. Accordingly, should the rescission     
offer be rejected by any or all offerees, we may continue to be contingently    
liable under the Securities Act of 1933 and applicable state securities laws for
the purchase price of these shares up to an aggregate amount of approximately   
$2,190. If you are a stockholder who acquired shares of our common stock that   
are subject to the rescission offer, it is possible that you may continue to    
have rights under common law or fraud in the state in which the potential       
securities violation with respect to your shares occurred. If a court were to   
impose a greater remedy, our liability as a result of the potential securities  
violations would be higher.                                                     

      Regardless of whether you accept the rescission offer, we believe that any
remedies you may have after the rescission offer expires would not be greater   
than an amount you would receive in the rescission offer.                       

   While holders of our shares who are residents of Colorado and Texas may
have a right of rescission under federal securities laws, we believe that the   
shares issued by us in these states were issued pursuant to an exemption from   
registration or qualification available to us under applicable state securities 
laws.                                                                           

Funding the Rescission Offer                                                    

The rescission offer will be funded from a separate segregated account titled   
the "Spongetech Delivery Systems, Inc. Rescission Account", which has been      
opened solely for the purpose of funding the rescission offer. The funds in this
account are a portion of a $4,500 loan advanced to us by Robert Rubin on        
February 20, 2006. The Rubin Family Trust owns 21.7% of our outstanding common  
stock. The loan bears no interest and is payable on demand. The funds in this   
account will not be used for any other purpose. Upon expiration of the          
rescission offer, any remaining balance will be contributed to our capital. As  
of the date of this filing, the amount to be paid pursuant to the rescission    
offer is $2,883, including accrued interest of $692.80. If all of the           
shareholders entitled to rescission accepts our rescission offer, then the funds
which are being used to fund the rescission offer, which otherwise may have     
become available to us to fund our operations, will not be so available. If the 
rescission offer is partially accepted then we will not be able to utilize these
funds not accepted in the rescission to fund our operations. In view of our     
limited cash position, the acceptance of any part of the rescission offer could 
significantly affect our operations.                                            

Directors, Officers and Major Stockholders                                      

None of our officers, directors and 5% shareholders are eligible to participate 
in the rescission offering.                                                     

 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

Tax Consequences of the Rescission Offer                                        

      The following are the material U.S. federal income tax consequences of the
proposed rescission offer to our stockholders or option holders whose stock are 
rescinded pursuant to the rescission offer. However, this discussion does not   
address all income tax considerations that may be relevant to you in light of   
your individual circumstances, including if you are a foreign person, a person  
who is not an individual or a person subject to the alternative minimum tax     
provisions of the Internal Revenue Code of 1986, as amended. In addition, we do 
not address the tax consequences of the rescission offer to persons holding     
shares that are unvested, subject to hedging, conversion or constructive sale   
transactions or whose tax year is other than a calendar year. Finally, we do not
address any foreign, state or local tax considerations. ACCORDINGLY, YOU ARE    
URGED TO CONSULT YOUR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF   
THE RESCISSION OFFER, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN
TAX CONSEQUENCES TO YOU OF THE RESCISSION OFFER.                                

Redemption of Shares                                                            

    For United States federal income tax purposes, the rescission offer with
respect to shares of our common stock is intended to constitute a taxable       
redemption of shares for cash, with the redemption price equal to the amount    
paid for such shares (and including in the redemption price the interest on the 
original purchase price of such shares). However, the law applicable to the     
rescission offer is unclear, and we have not received a ruling from the Internal
Revenue Service, or IRS, to that effect. Thus, the IRS is not precluded from    
successfully asserting a contrary position or otherwise recharacterizing the    
transaction in whole or in part. For example, the IRS may characterize our      
rescission offer as the return of the original purchase price, which would be   
nontaxable, plus the payment of interest, which would be taxable as ordinary    
income.                                                                         

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 SHARES ELIGIBLE FOR FUTURE SALE

On the date of the prospectus, 3,625,969 shares of common stock owned by our    
stockholders, will be freely tradable without restriction under the Securities  
Act. None of these shares are held by our "affiliates" as that term is defined  
in Rule 144 under the Securities Act. We have outstanding 33,952,636 shares of  
our common stock.                                                               

Sale of Restricted Shares. Shares of our common stock held by affiliates will be
eligible for sale in the public market, subject to certain volume limitations   
and the expiration of applicable holding periods under Rule 144 of the          
Securities Act. In general, under Rule 144, persons who have beneficially owned 
restricted shares for at least one year are entitled to sell within any         
three-month period the number of shares which does not exceed the greater of 1% 
of the number of shares of common stock then outstanding (which will equal      
approximately 339,526 shares) or the average weekly trading volume of the common
stock during the four calendar weeks preceding the date on which notice of such 
sale was files under Form 144 with the SEC. Sales under Rule 144 are also       
subject to manner of sale and notice requirements and to the availability of    
current public information about us. Under Rule 144(k), a person who has not    
been one of our affiliates at any time during the three months preceding a sale,
and who has beneficially owned the shares proposed to be sold for at least two  
years, may resell the shares of common stock without complying with the manner  
of sale, public information, volume limitation or notice requirements of Rule   
144.                                                                            

We can offer no assurance that an active public market in our shares will       
develop. Future sales of substantial amounts of our shares (including shares    
issued upon exercise of outstanding options) in the public market could         
adversely affect market prices prevailing from time to time and could impair our
ability to raise capital through the sale of our equity securities.             

The Securities and Exchange Commission has taken the position that promoters or 
affiliates of blank check companies and their transferees, both before and after
a business combination, would act as an "underwriter" under the Securities Act  
when reselling the securities of a blank check company. Accordingly, the        
Securities and Exchange Commission believes that those securities can be resold 
only through a registered offering and that Rule 144 would not be able for those
resale transactions despite technical compliance with the requirements of Rule  
144. Accordingly, the securities of our predecessor Nexgen Acquisitions VIII,   
Inc., a blank check company, which are held by several of our shareholders are  
restricted and such securities can only be resold only through registration     
under the Securities Act.                                                       

PLAN OF DISTRIBUTION
Shares to be sold by Us                                                         

We are offering units on a "best-efforts, minimum 2,000,000 Units, maximum      
8,000,000 Units" basis, at a price of $0.25 per unit. There is no commitment on 
the part of any person to purchase and pay for any shares. The existing officers
and directors reserve the right to acquire up to the minimum number of Units in 
this offering. We anticipate that to the extent that any of our officers and    
directors purchase Units in the offering, they will do so with investment intent
and not with a view toward the distribution of the Units purchased. None of the 
Company's officers or directors will participate in the making of this Offering 
other than by the delivery of this Prospectus or by responding to inquiries by  
prospective purchasers. Such responses shall be limited to the information      
contained in the Registration Statement of which this Prospectus is a part.     

No commission will be paid with respect to the sale of Units. The Company will  
pay its own legal and accounting fees and other expenses incurred in connection 
with the Offering.                                                              

This offering is intended to be made solely by the delivery of this Prospectus  
and the accompanying subscription application to prospective investors. Michael 
L. Metter, our President and Chief Executive Officer, and Steven Moskowitz, our 
Secretary, will offer the securities in this Offering on behalf of the Company. 
Messrs. Metter and Moskowitz may only make sales if they can rely on the        
exemption provided by Rule 3a4-1 under the Securities Exchange Act of 1934,     
which permits such persons to sell securities under certain circumstances       
without registration as a securities broker. Messrs. Metter and Moskowitz will  
not receive any commissions or other remuneration based either directly or      
indirectly on transactions in our securities for their efforts in making any    
such offers or sales. Neither of these individuals is a registered broker-dealer
or an affiliate of broker-dealers. Furthermore, Messrs. Metter and Moskowitz    
shall conduct their selling activity in accordance with paragraph (a)(4)(ii) of 
Rule 3a4-1, in that each person primarily performs substantial duties for the   
issuer other than in connection with transactions in securities, each person is 
not a broker or dealer or affiliated with a broker or dealer in the last twelve 
months and each person does not participate in selling an offering of securities
more than once every twelve months other than as permitted under Rule 3a4-1.    
Neither Mr. Metter or Mr. Moskowitz are subject to a statutory disqua1ification 
as that term is defined in section 3(a)(39) of the Securities Act of 1933.      
Further, neither Mr. Metter or Mr. Moskowitz is an associated person of a broker
or dealer.                                                                      

We may also engage registered broker-dealers to offer and sell the units. We may
pay any such registered persons who make such sales a commission of up to 10% of
the sale price of each unit sold, and provide the registered persons a          
non-accountable expense allowance of up to 3% of the sale price of each unit    
sold. We have not entered into any underwriting agreement, arrangement or       
understanding for the sale of the units being offered. In the event we retain a 
broker who may be deemed an underwriter after this the effectiveness of this    
Registration Statement, we will file a post-effective amendment to this         
registration statement with the Securities and Exchange Commission. Other than  
our officers, directors and/or employees and, possibly, registered              
broker-dealers, no other person has been authorized to offer for sale the       
securities included in this prospectus for the account of the Company.          

Prior to this offering there has been no public market for our common stock. The
offering price of the shares was determined by us based upon our assessment of  
our value compared to others in our market, taking into account, among other    
matters, the following:                                                         

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1. the relatively early stage of our development compared to others in similar  
industries;                                                               
2. the limited capital available to us through this offering or through other   
sources;                                                                  
3. our ability to expand and develop our operations based upon the capital      
provided by this offering;                                                
4. our potential value if we are successful in implementing our business plan;  
5. a multiple of our revenues; and                                              
6. the general market for publicly traded securities.                           

The exercise price of the redeemable class A warrants was based solely on our   
arbitrary assessment of a premium over the offering price of the unit which we  
believe will provide some value to the redeemable class A warrant. There can be 
no assurance that they will in fact have any value. The offering price of the   
units and the exercise price of the class A warrants bears no relationship to   
any recognized criteria of value, nor is it necessarily indicative of the market
price for the units, common stock or redeemable class A warrants after this     
offering.                                                                       

After the registration statement of which this prospectus forms a part has been 
declared effective, we will provide to each prospective investor a copy of the  
final prospectus relating to his offering which includes an agreement to        
purchase units. In order to purchase the units, the subscription application in 
the form attached to the prospectus and a check made payable to "Continental    
Stock Transfer & Trust Company as Escrow Agent for Spongetech Delivery Systems, 
Inc." should be completed and forwarded to us. Receipt by us of a subscription  
agreement and/or deposit with the escrow agent of payment for the subscribed    
units shall not constitute acceptance of a subscription. We reserve the fight to
withdraw, cancel or modify the offering hereby and to reject subscriptions in   
whole or in part, for any reason.                                               

The escrow agreement provides that the proceeds received under this Offering    
from the sale of the Units by us will be deposited in a non-interest bearing    
escrow account with Continental Stock Transfer & Trust Co. In the event that    
less than the minimum gross proceeds from the sale of at least 2,00,000 Units   
being offered are received by the escrow agent within 90 days from the date     
hereof (with an allowable additional 90-day extension), the Escrow Agent shall  
promptly refund to each purchaser the amount of any payment received from such  
purchaser without any interest thereon and shall notify us of such disbursement.
If at least the minimum gross proceeds are received by the escrow agent in the  
Offering, the escrow shall advise us and disburse the funds in accordance with  
our instructions. The escrow agreement provides that the Escrow Agent can resign
for any reason upon three business days notice to us. In the event of such      
resignation if the escrow agent is advised of the appointment of a successor    
agent, the escrow agent shall deliver the funds held in escrow to the successor 
escrow agent. If the escrow agent is not advised of a successor escrow agent,   
then the escrow agent shall disburse the funds to each purchaser without        
interest thereon. In the event of such resignation, the escrow agent shall be   
entitled to reimbursement for any expenses incurred in connection with its      
resignation. For its services rendered pursuant to the escrow agreement, the    
escrow agent shall receive a fee of $2,500 payable at the closing of the        
offering and a fee of $500 for each additional closing thereafter. In addition, 
the escrow agreement provides for the reimbursement of all expenses incurred in 
connection with the escrow agreement. The escrow agreement provides for payment 
of fees to the escrow agent out of the proceeds of the offering, if we fail to  
raise the minimum in the offering and the funds held in escrow are disbursed to 
the purchasers, we will be forced to pay any fees assessed by the escrow agent. 
In view of our limited cash balance, we may have to force to rely on our        
officers, directors and affiliates to pay any such charges assessed by the      
escrow agent. Our officers, directors and affiliates have indicated their       
preparedness to fund our business until we are able to complete this offering.  
However, there are no formal or written agreements with respect to the advance  
of funds to the Company by our officers, directors and affiliates for payment of
said costs. Accordingly, our officers, directors and other affiliates are not   
legally bound to provide funding to us. If our officers and directors do not pay
for our expenses, we will be forced to obtain funding. We currently do not have 
any arrangements to obtain additional financing from other sources. In view of  
our limited operating history, our ability to obtain additional funds is        
limited. Additional financing may only be available, if at all, upon terms which
may not be commercially advantageous to us.                                     

Certificates representing your securities will not be issued until such times as
good funds related to the purchase of the units by such subscribers are released
form the escrow account to us by the escrow agent. Until such time as           
certificates are issued to the subscribers, the subscribers will not be         
considered shareholders of Spongetech Delivery Systems.                         

Subscribers will not have the use of their funds, will not earn interest on     
funds in escrow and will not be able to obtain return of funds deposited in     
escrow unless and until the minimum Offering period expires. In addition,       
subscribers will have a right to a return of their subscription payments held in
the escrow account to the extent that we do not achieve the minimum offering or 
upon the termination of the Offering.                                           

Termination of the Offering                                                     

The Offering will commence on the date of this Prospectus and will continue for 
a period of 90 days from the date hereof, with an allowable 90-day extension. We
have the right to terminate the Offering for any reason at any time until at    
least 2,000,000 Units offered herby have been sold. If we terminate the Offering
before the subscription proceeds for the minimum of 2,000,000 Units have been   
received by the Escrow Agent, all subscription proceeds will be promptly        
returned to the subscribers without interest or deduction.                      

Shares to be sold by the Selling Stockholders                                   

This prospectus also relates to the resale of up to 3,625,969 additional shares 
that are held by certain selling stockholders identified in this prospectus.    
There is currently no public market for our securities. Until such time as a    
market price for our common stock is quoted on the OTC Bulletin Board, the      
selling stockholders will sell their shares at a price of $0.25 per share. We   
will not receive any proceeds from the sale of the shares of common stock by the
selling stockholders. Sales by the selling stockholders may have a depressive   
effect on the market price of our securities and may make it more difficult for 
us to complete our Offering.                                                    

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We will pay all expenses of registration incurred in connection with this       
offering, but the selling stockholders will pay all brokerage commissions and   
other similar expenses incurred by them. In the event, that the minimum offering
is not sold, we anticipate that our officers, directors and other affiliates    
will pay for the expenses incurred in connection with this offering, including  
attorneys and accountants fees and SEC filing fees. Our officers, directors and 
affiliates have indicated their preparedness to fund our business until we are  
able to complete this offering. However, there are no formal or written         
agreements with respect to the advance of funds to the Company by our officers, 
directors and affiliates for payment of said costs. Accordingly, our officers,  
directors and other affiliates are not legally bound to provide funding to us.  
If they do not pay for these expenses, we will be forced to obtain funding. We  
currently do not have any arrangements to obtain additional financing from other
sources. In view of our limited operating history, our ability to obtain        
additional funds is limited. Additional financing may only be available, if at  
all, upon terms which may not be commercially advantageous to us. If we are not 
able to obtain funding from other sources, we may not be able to complete this  
Offering. If we are unable to complete this offering, we will not be able to    
obtain funding to commence sales and marketing of our product. As a result we   
may be forced to go out of business.                                            

The distribution of the shares by the selling stockholders is not subject to any
underwriting agreement. We expect that the selling stockholders will sell their 
shares through customary brokerage channels, in private sales, or in            
transactions under Rule 144 under the Securities Act.                           

The selling stockholders, our placement agent and other brokers and dealers     
through whom sales of the shares are made may be deemed to be "underwriters"    
within the meaning of the Securities Act, and the commissions or discounts and  
other compensation paid to those persons could be regarded as underwriters      
compensation.                                                                   

From time to time, the selling stockholders may engage in short sales, short    
sales against the box, puts and calls and other transactions in our common      
shares, and will be able to sell and deliver the shares in connection with those
transactions or in settlement of securities loans. In effecting sales, brokers  
and dealers engaged by the selling stockholders may arrange for other brokers or
dealers to participate in those sales. Brokers or dealers may receive           
commissions or discounts from the selling stockholders (or, if any such broker  
dealer acts as agent for the purchaser of those shares, from the purchaser) in  
amounts to be negotiated (which are not expected to exceed those customary in   
the types of transactions involved). Brokers and dealers may agree with the     
selling stockholder to sell a specified number of shares at a stipulated price  
per share and, to the extent those brokers and dealers are unable to do so      
acting as agent for a selling stockholder, to purchase as principal any unsold  
shares at the price required to fulfill the broker dealer commitment to a       
selling stockholder.                                                            

At the time a particular offer of the shares is made, to the extent it is       
required, we will distribute a supplement to this prospectus that will identify 
and set forth the aggregate amount of shares being offered and the terms of the 
offering. A selling stockholder may sell shares at any price. Sales of the      
shares at less than market price may depress the market price of our common     
stock. Subject to applicable securities laws, the selling stockholder will      
generally not be restricted as to the number of shares that they may sell at any
one time, and it is possible that a significant number of shares could be resold
at the same time.                                                               

The selling stockholders and any other person participating in the distribution 
of the shares will also be subject to applicable provisions of the Securities   
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and        
regulations promulgated under it, including, without limitation, Regulation M,  
which may limit the timing of purchases and sales of the shares by the selling  
stockholder and any other person. Furthermore, Regulation M of the Exchange Act 
may restrict the ability of any person engaged in the distribution of the shares
to engage in market-making activities with respect to the particular shares     
being distributed for a period of up to five business days prior to the         
commencement of the distribution. All of the foregoing may affect the           
marketability of the shares and the ability of any person or entity to engage in
market-making activities with respect to the shares.                            

To comply with certain states securities laws, if applicable, the shares may be 
sold in those jurisdictions only through registered or licensed brokers or      
dealers. In certain states the shares may not be sold unless a selling          
stockholder meets the applicable state notice and filing requirements.          

 PENNY STOCK

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes 
the definition of a "penny stock," for the purposes relevant to us, as any      
equity security that has a market price of less than $5.00 per share or with an 
exercise price of less than $5.00 per share, subject to certain exceptions. For 
any transaction involving a penny stock, unless exempt, the rules require:      

1. That a broker or dealer approve a person's account for transactions in penny 
stocks; and                                                                     

2. The broker or dealer receives from the investor a written agreement to the   
transaction, setting forth the identity and quantity of the penny stock to be   
purchased.                                                                      

In order to approve a person's account for transactions in penny stocks, the    
broker or dealer must                                                           

1. Obtain financial information and investment experience objectives of the     
person; and                                                                     

2. Make a reasonable determination that the transactions in penny stocks are    
suitable for that person and the person has sufficient knowledge and experience 
in financial matters to be capable of evaluating the risks of transactions in   
penny stocks.                                                                   

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The broker or dealer must also deliver, prior to any transaction in a penny     
stock, a disclosure schedule prescribed by the Commission relating to the penny 
stock market, which, in highlight form:                                         

1. Sets forth the basis on which the broker or dealer made the suitability      
determination; and                                                              

2. That the broker or dealer received a signed, written agreement from the      
investor prior to the transaction.                                              

Disclosure also has to be made about the risks of investing in penny stocks in  
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations 
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be    
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.                          

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Section 102(b)(7) of the Delaware General Corporation Law, which we refer to as 
the "DGCL," permits a provision in the certificate of incorporation of each     
corporation organized under the DGCL eliminating or limiting, with some         
exceptions, the personal liability of a director to the corporation or its      
stockholders for monetary damages for some breaches of fiduciary duty. Our      
Certificate of Incorporation eliminates the personal liability of directors to  
the fullest extent permitted by the DGCL.                                       

Section 145 of the DGCL, which we refer to as "Section 145," in summary,        
empowers a Delaware corporation to indemnify, within limits, its officers,      
directors, employees and agents against expenses (including attorneys' fees),   
judgments, fines and amounts paid in settlement that they actually and          
reasonably incur in connection with any suit or proceeding, other than by or on 
behalf of the corporation, if they acted in good faith and in a manner          
reasonably believed to be in, or not opposed to, the best interest of the       
corporation and, with respect to a criminal action or proceeding, had no        
reasonable cause to believe their conduct was unlawful.                         

With respect to any action by or on behalf of the corporation, Section 145      
permits a corporation to indemnify its officers, directors, employees and agents
against expenses (including attorneys' fees) they actually and reasonably incur 
in connection with the defense or settlement of the action or suit, provided    
that person meets the standard of conduct described in the preceding paragraph. 
No indemnification is permitted, however, in respect of any claim where that    
person has been found liable to the corporation, unless the Court of Chancery or
court in which the action or suit was brought approves the indemnification and  
determines that the person is fairly and reasonably entitled to be indemnified. 

As permitted by the DGCL, our bylaws provide that we are required to indemnify  
our directors and officers, consultants and employees to the fullest extent     
permitted by the DGCL, Subject to certain very limited exceptions, we are       
required to advance expenses, as incurred, in connection with a legal proceeding
to the fullest extent permitted by the DGCL, subject to certain very limited    
exceptions. The rights conferred in our bylaws are not exclusive. We have       
obtained directors' and officers' liability insurance.                          

Insofar as indemnification for liabilities under the Securities Act may be      
permitted to our directors, officers and controlling persons pursuant to the    
provisions described above, or otherwise, we have been advised that in the      
opinion of the Securities and Exchange Commission such indemnification is       
against public policy as expressed in the Securities Act and is, therefore,     
unenforceable. In the event that a claim for indemnification against such       
liabilities (other than the payment by us of expenses incurred or paid by our   
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, we will, unless in the      
opinion of our counsel the matter as been settled by controlling precedent,     
submit to a court of appropriate jurisdiction the question whether such         
indemnification by it is against public policy as expressed in the Securities   
Act and will be governed by the final adjudication of such issue.               

Insofar as indemnification for liabilities arising under the Securities Act of  
1933 may be permitted to directors, officers or persons controlling us pursuant 
to the foregoing provisions, or otherwise, we have been advised that in the     
opinion of the Securities and Exchange Commission, such indemnification is      
against public policy as expressed in the Securities Act of 1933 and is,        
therefore, unenforceable.                                                       

 LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for         
Spongetech Delivery Systems, Inc. by Sichenzia Ross Friedman Ference LLP, New   
York, New York.                                                                 
 EXPERTS

Spongetech Delivery Systems' financial statements as of and for the years ended 
May 31, 2005 and 2004, included in this prospectus, have been audited by        
Drakeford & Drakeford, LLC, independent registered public accountants, as stated
in their report appearing herein and are so included herein in reliance upon the
report of such firm given upon their authority as experts in accounting and     
auditing.                                                                       

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ADDITIONAL INFORMATION

We have not previously been required to comply with the reporting requirements  
of the Securities Exchange Act. We have filed with the SEC a registration       
statement on Form SB-2 to register the securities offered by this prospectus.   
The prospectus is part of the registration statement, and, as permitted by the  
SEC's rules, does not contain all of the information in the registration        
statement. For future information about us and the securities offered under this
prospectus, you may refer to the registration statement and to the exhibits     
filed as a part of the registration statement.                                  

In addition, after the effective date of this prospectus, we will be required to
file annual, quarterly, and current reports, or other information with the SEC  
as provided by the Securities Exchange Act. You may read and copy any reports,  
statements or other information we file at the SEC's public reference facility  
maintained by the SEC at Judiciary Plaza, Room 1024, 100 F Street, N.E,         
Washington, D.C. 20549. You can request copies of these documents, upon payment 
of a duplicating fee, by writing to the SEC. Please call the SEC at             
1-800-SEC-0330 for further information on the operation of the public reference 
room. Our SEC filings are also available to the public through the SEC Internet 
site at http\\www.sec.gov                                                       

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INDEX TO FINANCIAL STATEMENTS                                                   

Part 1 - Financial Information

                                                                    Page
                                                                    ----
Item 1 - Financial Statements                                                   

  Report of Independent Auditor                                F-2

  Balance Sheet as of  November 30, 2005                       F-3

Statements of Operations for the six months ended             
November 30, 2005 and 2004 And for the years ended            
  May 31, 2005 and 2004                                        F-4

Statements of Changes in Stockholders' Equity for             
  the years ended May 31, 2005 and 2004                        F-5

Statements of Cash Flows for the six months ended             
November 30, 2005 And for the years ended May 31,             
  2005 and 2004                                                F-6

         Notes to Financial Statements                                F-7 - F-16

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DRAKEFORD & DRAKEFORD, LLC
CERTIFIED PUBLIC ACCOUNTANTS

 A LIMITED LIABILITY COMPANY

 554 Duncan Road
Royston, Georgia 30662
770-575-0915

REPORT OF INDEPENDENT ACCOUNTANTS                                               

To the Shareholders and Directors of SPONGETECH DELIVERY SYSTEMS, INC.          

We have audited the balance sheet of SPONGETECH DELIVERY SYSTEMS, INC. as of May
31,2005, and the related statements of operations, changes in stockholders'     
equity (deficiency), and cash flows for the years ended May 31, 2005 and 2004.  
These financial statements are the responsibility of the Company's management.  
Our responsibility is to express an opinion on these financial statements based 
on our audits.                                                                  

We conducted our audits in accordance with auditing standards of the Public     
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the  
financial statements are free of material misstatement. An audit includes       
examining, on a test basis, evidence supporting the amounts and disclosures in  
the financial statements. An audit also includes assessing the accounting       
principles used and significant estimates made by management, as well as        
evaluating the overall financial statement presentation. We believe that our    
audits provide a reasonable basis for our opinion.                              

In our opinion, the consolidated financial statements referred to above, revised
as described in Note 7, present fairly, in all material respects, the financial 
position of SPONGETECH DELIVERY SYSTEMS, INC., as of May 31, 2005 and the       
results of its operations and its cash flows for the two years then ended, in   
conformity with accounting principles generally accepted in the United States of
America.                                                                        

The accompanying financial statements have been prepared assuming that          
SPONGETECH DELIVERY SYSTEMS, INC. will continue as a going concern. As more     
fully described in Note 1, the company has incurred operating losses since the  
date of organization and requires additional capital to continue operations.    
These conditions raise substantial doubt about the company's ability to continue
as a going concern. Management's plans as to these matters are described in Note
1. The financial statements do not include any adjustments to reflect the       
possible effects on the recoverability and classification of assets or the      
amounts and classifications of liabilities that may result from the possible    
inability of SPONGETECH DELIVERY SYSTEMS, INC. to continue as a going concern.  

/s/ Drakeford & Drakeford, LLC                                                

September 15, 2005, except for Note 7 as to which the date is April 4, 2006.    

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 SPONGETECH DELIVERY SYSTEMS, INC.
 BALANCE SHEET
  RESTATED

                                                   November 30,    May 31,
                                                    2005          2005
                                     Unaudited
                                                    -----------    -----------
ASSETS                                                                          
Current Assets                                                                  
  Cash                                              $       466    $     1,477
  Accounts receivable                                     3,162            791
  Inventories                                             1,458          1,458
                                                    -----------    -----------
        Total current assets                              5,086          3,726

Property and equipment                                    26,405         28,547 
                                                    -----------    -----------
Total assets                                         $    31,491    $    32,273 
                                                    ===========    ===========

LIABILITIES, COMMON STOCK SUBJECT TO RESCISSION RIGHTS AND STOCKHOLDERS' EQUITY 
(DEFICIENCY)                                                                    

Current Liabilities                                                             
Accounts payable and                                                      
    accrued expenses                                $   118,811    $    99,663
  Loan payable-officer                                    6,000          6,000
  Loan payable                                           16,000          8,500
  Income taxes payable                                    1,600          1,600
                                                    -----------    -----------
  Total current liabilities                             142,411        115,763

  Total long-term liabilities                                 0              0
                                                    -----------    -----------
Total liabilities                                        142,411        115,763 
                                                    -----------    -----------
Common stock subject to rescission rights:                                      
    Issued and outstanding:219,000 shares in 2002         2,190          2,190
                                                    -----------    -----------
Stockholders' Equity (Deficiency)                                               
Common stock, $.001 par value;                                            
Authorized 50,000,000 shares;                                         
issued and outstanding 33,733,626                                     
shares as of May 31, 2005 and                                         
   November 30, 2005                                   33,734         33,734
Preferred stock $.001 par value;                                          
Authorized 5,000,000 shares;                                          
    no shares issued and outstanding                          0              0
  Additional paid-in capital                          2,614,323      2,614,323
   Deficit                                            (2,761,167)    (2,733,737)
                                                    -----------    -----------
 Total stockholders' equity (deficiency)                (113,110)       (85,680)
                                                    -----------    -----------
Total liabilities, common stock subject to                                      
rescission rights and stockholders' equity                                
  (deficiency)                                      $    31,491    $    32,273
                                                    ===========    ===========

See Independent Auditor's Report and notes to financial statements.             

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 SPONGETECH DELIVERY SYSTEMS, INC.
STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]

                                         For the                      For the             
                                     Six months ended               years ended           
                                        November 30,                   May 31,            
                                  2005            2004          2005             2004     
                                       Unaudited                                          
                              ----------------------------   ---------------------------- 
                                                                                          
Sales                         $      2,974    $        -0-          1,051     $     1,858 

Cost of goods sold            $      1,158    $        -0-          1,012           1,600 
                              ------------    ------------   ------------     ----------- 
Gross profit                         1,816             -0-             39             258 
                              ------------    ------------   ------------     ----------- 

Operating expenses                                                                        
  Selling                                                               0          39,535 
  General and                                                                             
   Administrative                                                                         
   expenses                         27,104          15,030         54,454       2,007,953 
  Depreciation expense               2,142           2,142          4,284           4,284 
                              ------------    ------------   ------------     ----------- 

Total operating expenses            29,246          17,172         58,738       2,051,772 
                              ------------    ------------   ------------     ----------- 

Loss before provision                                                                     
 for income taxes                  (27,430)        (17,172)       (58,699)     (2,051,514)

Other income and expenses                                                                 
  Interest expense                                                      0           5,012 
                                                             ------------     ----------- 
Total other income and                                                                    
  expense                                                               0           5,012 

Net loss                      $    (27,430)   $    (17,172)  $    (58,699)    $(2,056,526)
                              ============    ============   ============     =========== 

Basic and diluted (loss) per                                                              
   common stock                                                                           

Net loss per share -                                                                      
   basic and diluted          $       (.00)   $       (.00)  $       (.00)    $      (.11)
                              ============    ============   ============     =========== 

Weighted average common                                                                   
   shares outstanding           33,733,626      18,766,000     26,249,813      18,766,000 
                              ============    ============   ============     =========== 

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 SPONGETECH DELIVERY SYSTEMS, INC.
 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIENCY)
 For The Years Ended May 31, 2005 and 2004

                                                        [Enlarge/Download Table]

                                                                                                         Total    
                                 Additional                       Common                            Stockholders' 
                                 Number of    Capital     Paid-In          Stock                         Equity   
                                   Shares      Stock      Capital       Subscribed       Deficit      (Deficiency)
                                 ---------------------------------------------------------------------------------
                                                                                                                  
Balance - June 1,2000            12,000,000  $ 12,000    $      --      $      --      $   (52,200)   $   (40,200)

Net loss for year                                                                                                 
 ended May 31, 2001                    --          --           --                        (198,318)      (198,318)
                                 ----------  ----------  -----------    -----------    -----------    ----------- 
                                 12,000,000      12,000         --             --         (250,518)      (238,518)

Contributions                          --          --        105,100                          --          105,100 
                                 ----------  ----------  -----------    -----------    -----------    ----------- 
Balance - May 31, 2001           12,000,000      12,000      105,100           --         (250,518)      (133,418)

Contributions                          --          --         86,943                          --           86,943 
Reclassification of common                                                                                        
 stock subject to rescission                                                                                      
 rights                            (219,000)       (219)      (1,971)                                      (2,190)

Net loss for year                                                                                                 
 ended May 31, 2002                    --          --           --                        (102,477)      (102,477)
                                 ----------  ----------  -----------    -----------    -----------    ----------- 
Balance May 31, 2002 (Restated)  11,781,000      11,781      190,072           --         (352,995)      (151,142)

Issuance of common stock          6,985,000       6,985       (1,595)                         --            5,390 
Value of services                                                                                                 
   contributed by                                                                                                 
   officers                            --          --         58,500                          --           58,500 
Net loss for the                                                                                                  
 year ended May 31, 2003                                                                  (265,517)      (265,517)
                                 ----------  ----------  -----------    -----------    -----------    ----------- 
Balance-May 31, 2003 (Restated)  18,766,000  $   18,766  $   246,977    $      --      $  (618,512)   $  (352,769)

Common stock subscribed                                                     526,814                       526,814 

Net loss for the                                                                                                  
 year ended May 31, 2004                                                                (2,056,526)    (2,056,526)
                                 ----------  ----------  -----------    -----------    -----------    ----------- 
Balance-May 31, 2004 (Restated)  18,766,000  $   18,766  $   246,977    $   526,814    $(2,675,038)   $(1,882,481)

Issuance of stock                                                                                                 
 for debt & service              14,967,626      14,968    2,367,346       (526,814)                    1,855,500 

Net loss for                                                                                                      
The year ended May 31, 2005                                                                (58,699)       (58,699)
                                 ----------  ----------  -----------    -----------    -----------    ----------- 
Balance-May 31, 2005 (Restated)  33,733,626  $   33,734  $ 2,614,323    $         0    $(2,733,737)   $   (85,680)

Unaudited Net loss for                                                                                            
The six months                                                                                                    
Ended November 30, 2005                                                                    (27,430)       (27,430)
                                -----------  ----------  -----------    -----------    -----------    ----------- 
Balances November 30, 2005       33,733,626  $   33,734  $ 2,614,323    $         0    $(2,761,167)   $  (113,110)
(Restated)                      ===========  ==========  ===========    ===========    ===========    =========== 

See Independent Auditor's Report and notes to financial statements.             

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 SPONGETECH DELIVERY SYSTEMS, INC.
STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                 For the                       For the           
                                              Six months ended               years ended         
                                               November 30,                    May 31,           
                                           2005           2004            2005          2004     
                                                Unaudited                                        
                                        --------------------------    -------------------------- 
                                                                                                 
Operating Activities:                                                                            
Net loss                               $   (27,430)   $   (17,172)   $   (58,699)   $(2,056,526) 
 Adjustments to reconcile net loss to                                                            
 net cash provided by (used in)                                                                  
 operating activities                                                                            
 Value of contributed officer                                                                    
   compensation                                                                 0              0 
 Bad debts                                                                      0              0 
 Depreciation                                 2,142          2,142          4,284          4,284 
 Common stock subscribed in release                                                              
   of company debt                                                              0        526,814 
 Common stock issued for debt & ser                             0                                
 Changes in operating assets and                                                                 
   liabilities                                                                                   
   Accounts receivable                       (2,371)                          (791)        15,003
   Inventories                                                             (1,014)           852 
   Prepaid expense and other                                                                     
     current assets                                                             0              0 
   Accounts payable and accrued                                                                  
     expenses                                19,148                        (9,353)      (121,404)
   Accrued compensation                                     15,000              0      1,789,500 
   Income taxes payable                                                                        0 
   Due to notes and related parties                                        14,500       (159,578)
                                        -----------    -----------    -----------    ----------- 
Net cash provided by (used in)                                                                   
 operating activities                        (8,511)           (30)       (27,073)        (1,055)
                                                                      -----------    ----------- 
Investing Activities:                                                                            
   Stock settlement of litigation                                          28,500              0 
                                                                      -----------    ----------- 
Net cash used in investing activities                                      28,500              0 
                                                                      -----------    ----------- 
Financing Activities:                                                                            

Loans payable-related parties                 7,500                                              

Net cash provided by financing                                                                   
  activities                                  7,500                             0              0 
                                            ---------                 -----------    ----------- 
Net increase (decrease) in cash              (1,011)           (30)         1,427         (1,055)

Cash - beginning                              1,477             50             50          1,105 
                                        -----------    -----------    -----------    ----------- 
 Cash - end                             $       466    $        20    $     1,477    $        50 
                                        ===========    ===========    ===========    =========== 

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     SPONGETECH DELIVERY SYSTEMS, INC.
STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                          For the                     For the          
                                       Six months ended             years ended        
                                        November 30,                  May 31,          
                                    2005           2004          2005          2004    
                                         Unaudited                                     
                                 --------------------------  --------------------------
                                                                                       

Supplemental Information                                                               
   Interest paid                                             $         0    $       110
   Income taxes paid                                         $         0    $         0

Noncash Transactions:                                                                  
Parent company debt contributed                                                        
  to additional paid-in capital  $       -0-    $       -0-  $         0    $    10,000
Issuance of common stock         $       -0-    $       -0-  $ 2,382,314    $         0
Reduction in accrued expenses    $       -0-    $       -0-  $ 1,789,500    $         0
Common stock subscribed          $       -0-    $       -0-  $         0    $   526,814

See Independent Auditor's Report and notes to financial statements.             

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 NOTES TO FINANCIAL STATEMENTS

1 - Summary of Significant Accounting Policies                                  

Nature of Operations

Spongetech Delivery Systems, Inc. (the "Company") was formed on June 18, 1999,  
as Romantic Scents, Inc. On June 12, 2001, the Company changed its name to RSI  
Enterprises, Inc., and, on October 2, 2002, changed its name to Spongetech      
International Ltd. ("SIL"). On July 15, 2002, the Company was acquired by       
Spongetech Delivery Systems, Inc. ("SDS") (formerly Nexgen Acquisitions         
VIII,Inc.). The transaction was accounted for as a reverse acquisition using the
purchase method of accounting, whereby the shareholder of SIL retained          
approximately 63% of the Company's outstanding common stock. On December 16,    
2002, SIL changed its domicile to Delaware by merging with and into Spongetech  
Sub, Inc. ("SUB"). SUB's parent, Spongetech Delivery Systems, Inc. then merged  
with and into SUB so that SUB became the surviving corporation, and changed its 
name to Spongetech Delivery Systems, Inc.                                       

The Company distributes a line of hydrophilic polyurethane sponge cleaning and  
waxing products.                                                                

 Basis of Presentation / Going Concern

The financial statements have been prepared for purposes of registration with   
the Securities and Exchange Commission ("SEC"), and have been prepared in       
accordance with auditing standards of the Public Company Accounting Oversight   
Board (United States) which contemplates continuation of the Company as a going 
concern.                                                                        

However, the Company has sustained substantial operating losses in recent years,
current liabilities exceed current assets, and total liabilities exceed total   
assets. The Company has incurred losses since inception and expect to incur     
losses for the foreseeable future. For the fiscal years ended May 31,2005 and   
May 31, 2004, the Company incurred net losses of $58,699,and $2,056,526         
respectively. As of May 31, 2005 and November 30, 2005 the Company had an       
accumulated deficit of $83,490 and $110,920 respectively and a working capital  
deficiency of $112,037 and $137,325 respectively. These factors raise           
substantial doubt about the Company's ability to continue as a going concern.   
The recovery of assets and continuation of future operations are dependent upon 
the Company's ability to obtain additional debt or equity financing and its     
ability to generate revenues sufficient to continue pursuing its business       
purposes. The Company is actively pursuing financing to fund future operations. 

Accounts Receivable 

Accounts receivable have been adjusted for all known uncollectible accounts. At 
May 31, 2005 and November 30, 2005 there were no doubtful accounts.             

Inventories 

Finished products inventories are carried at cost, principally first-in,        
first-out, but not in excess of market.                                         

Property and Equipment

Property and equipment are carried at cost. Depreciation has been provided using
straight-line and accelerated methods over the estimated useful lives of the    
assets. Repairs and maintenance are expensed as incurred, and renewals and      
betterments are capitalized.                                                    

 Deferred Income Taxes

The Company recognizes deferred income tax assets and liabilities for the       
expected future income tax consequences of temporary differences between the    
carrying amounts and the income tax bases of assets and liabilities and the     
effect of future income tax planning strategies to reduce any deferred income   
tax liability.                                                                  

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Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make  
estimates and assumptions that affect certain reported amounts and disclosures. 
Accordingly, actual results could differ from those estimates.                  

1 - Summary of Significant Accounting Policies (Continued)                      

Offering Costs

Deferred offering costs incurred by the Company in connection with the proposed 
registration statement will be expensed as incurred.                            

 Advertising Costs

Advertising costs are expensed as incurred. For the years ended May 31, 2005 and
2004 and for the six months ended November 30, 2004 and 2005, advertising costs 
totaled $0 and $17,500 and $-0- and $-0- , respectively.                        

 Shipping and Handling Costs

Shipping and handling costs are included in selling expenses. For the years     
ended May 31, 2005 and 2004 and for the six months ended November 30, 2005 and  
2004, shipping and handling costs totaled $0 and $0 respectively.               

 Net Income (Loss) Per Share

Per share data has been computed and presented pursuant to the provisions of    
SFAS No. 128, earnings per share. Net income (loss) per common share - basic is 
calculated by dividing net income (loss) by the weighted average number of      
common shares outstanding during the period. Net income (loss) per common share 
- - diluted is calculated by dividing net income (loss) by the weighted average 
number of common shares and common equivalent shares for stock options          
outstanding during the period.                                                  

Recent Accounting Pronouncements

New accounting statements issued, and adopted by the Company, include the       
following:                                                                      

In January 2003, FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities," ("VIE's") was issued. This interpretation clarifies situations in    
which entities shall be subject to consolidation. This interpretation is        
effective for all VIE's created after January 31, 2003. The Company does not    
believe that the adoption of this interpretation will have any impact on its    
financial statements.                                                           

2 - Property and Equipment                                                      

As of May 31, 2005 property and equipment is summarized as follows:             

   Estimated
                                  Useful Lives    May 31,     November 30,
                              Years            2005           2005
                                ------------    -------        -------

Furniture and fixtures                 5 - 10        $   761        $   761     
Machinery and equipment                5 - 10         17,828         17,828     
Molds                                  5 - 10         38,312         38,312     
                                                -------        -------
                                                 56,901         56,901
Less:  Accumulated depreciation                       28,354         30,496     
                                                -------        -------
                                                $28,547        $26,405
                                                =======        =======

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Depreciation expense for the years ended May 31, 2005 and 2004 was $4,284 and   
$4,284 respectively, and for the six months ended November 30, 2005 and 2004    
depreciation expense was $2,142 and $2,142 respectively.                        

3 - Accounts payable and accrued expenses consist of the following:             

                                          May 31,         November 30,
                                      2005              2005
                                      ----------        ----------
Product development (Packaging & mold                                           
Development)                               $   99,663        $  99,663      
Accounting and legal accrual                                      19,148        
No Related Party                                                            
                                      ----------        ----------
Total                                      $   99,663        $ 118,811      
                                      ==========        ==========

4 - Related Party Transactions                                                  

The Company shares its facility with other related businesses. Expenses incurred
in the operations of the facility, including rent, telephone, and other office  
expenses, were allocated to the various businesses. The allocations were based  
on usage. Management believes these allocations are reasonable. See Note-7 for  
new location and lease arrangements.                                            

In January 2005, the Company issued an aggregate of 12,030,000 shares of common 
stock in consideration for services at an average of $.15 per share as follows: 

Shares             Value    

Robert Rubin             2,000,000        $  300,000        Related             
Frank Lazauskas          3,330,000           499,500        Related             
Steven Moskowitz         3,270,000           490,500        Related             
Michael L.Metter         3,330,000           499,500        Related             
Thomas Monahan             100,000            15,000                            
----------        ----------    
Total          12,030,000        $1,804,500                   
==========        ==========    

In January 2005, the Company issued an aggregate of 2,802,636 shares of common  
stock valued at $.15 per share in consideration for the forgiveness of debt     
aggregating $526,814 as follows:                                                

      Shares           Value

Flow Weinberg                   215,969        $  70,000        Related         
Robert Rubin                    120,000           18,000        Related         
RM Enterprises                  466,667          113,414        Related         
Michael Sorrentino              500,000           75,000                        
Steven Moskowitz                533,333          114,400        Related         
DDK Accounting                  500,000           66,000                        
American United Global          466,667           70,000                        
      ---------        ---------
Total                2,802,636        $ 526,814               
      =========        =========

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In January 2005, Spongetech issued an aggregate of 60,000 shares of common stock
valued at $.15 per share or $9,000 to A & N Enterprises in consideration for a  
sub-lease of office space at The Empire State Building, 34th Street, New York,  
New York. A & N Enterprises is owned by Norman Moskowitz, the father of Steven  
Moskowitz.                                                                      

5 - Deferred Income Taxes                                                       

At May 31, 2005 and May 31, 2004, the Company had approximately $2,733,737 and  
$2,675,038, respectively, of net operating loss carryforwards available, which  
expire in various years through May 31, 2022. The significant component of the  
Company's deferred tax asset as of May 31,2005 and May 31, 2004 is as follows:  

                                       May 31,          November 30,
                                    2005                2005
                                   -----------         -----------
Non-Current                                                                     
Net operating loss carryforwards        $ 2,733,737         $ 2,761,167     

Valuation allowance for                                                         
deferred tax asset                       (2,733,737)         (2,761,167)    
                                   -----------         -----------
                                  $       --          $       --
                                   ===========         ===========

SFAS No. 109 requires a valuation allowance to be recorded when it is more      
likely than not that some or all of the deferred tax asset will not be realized.
At May 31, 2005 and November 30, 2005, a valuation allowance for the full amount
of the net deferred tax asset was recorded.                                     

6 - Commitments and Contingencies                                               

 Supply and License Agreements

In July 2001, the Company entered into a supply and requirement agreement with  
Dicon Technologies ("Dicon"), a manufacturing company that has technological    
know-how and patented and proprietary information relating to hydrophilic foam  
materials (sponges) and their applications. The agreement requires the Company  
to purchase all of their requirement from Dicon, and Dicon grants exclusive     
worldwide rights to distribute the products. Minimum annual purchase            
requirements are set forth in the agreement. The agreement expired June 30,     
2004; however, the purchase on an as needed basis continues.                    

The Company and Dicon have also entered into an exclusive license agreement for 
certain molded hydrophilic foam products which the Company helped develop, with 
super absorbent polymer and detergent soaps and waxes used for the cleaning and 
polishing of land, sea and transportation vehicles. The term of the agreement is
for the full life of any design patent, which may be issued on the molded sponge
design.                                                                         

The Company is aware of a lawsuit commenced against, among others, the Company, 
by Westgate Financial Corporation ("Westgate"). On January 6, 2003, the Company 
and Westgate entered into a factoring agreement wherein the Company assigned to 
Westgate its accounts receivable arising out of its sale of goods or rendition  
of services to customers (the "Contract"). Westgate asserts a breach of that    
contract against the Company seeking damages of $11,049.82 with interest accrued
thereon, costs and reasonable attorney's fees. Specifically, Westgate alleges   
that the Company defaulted on the Contract by, allegedly, failing to assign any 
accounts receivable for sixty (60) days. The Company has counterclaimed alleging
breach of contract and seeks damages in an amount not less than $13,006.01,     
which damages are the amount of credits due the Company at the time Westgate    
terminated the Contract. Currently, the parties are conducting discovery. On    
September 19, 2005, the Company's attorneys filed a Motion to Compel Discovery  
as Westgate has failed to respond to our requests for discovery.                

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Employment Contracts

The Company is currently negotiating with two executives to establish employment
contracts. No terms of these negotiations have been disclosed.                  

7 - Common Stock Issuances                                                      

As of the date of the financial statements, the company issued an aggregate     
number of shares totaling 2,802,636 for an aggregate consideration of $526,814  
consisting of officers loans and trade debt payables. As of May 31, 2004, the   
common stock subscribed represents these common shares.                         

In January 2005, the company converted the accrued compensation aggregating     
$1,798,500 or $0.15 per share in to 11,930,000 shares of common stock. (see     
Note-4)                                                                         

The company also issued an aggregate of 60,000 shares of common stock of the    
Corporation in consideration valued at $9,000 or $0.15 per share for a sublease 
from A & N Enterprises, LLC. The new address is The Empire State Building, 350  
5th Avenue, Suite 2204, New York, New York 10118. The lease shall be for the    
period December 8, 2004 through January 31, 2008.                               

The Company issued an aggregate of 100,000 shares of common stock to Thomas     
Monahan, CFO, in consideration for services aggregating $15,000 or $.015 per    
share.                                                                          

Accrued advertising expense as of May 31, 2004, has been settled with the       
following stipulations: Spongetech paid Paradigm Solutions,Inc. $7,500 and      
issued 75,000 shares of common stock valued at $.38 for an aggregate of $28,500 
of Spongetech.                                                                  

Common Stock Subject to Rescission Rights:                                

As of May 31, 2002, the Company re-classified a total of 219,000 shares of      
common stock aggregating $2,190 in value or $.01 per share, which have          
rescission rights outside of stockholders' equity (deficit), as the redemption  
features were not within the control of the Company. The Company intends to     
retire all shares held by the shareholders who accept the rescission offer. Such
shares shall become authorized but unissued shares of the Company.              

In March 2002 through May 2002, the Company's predecessor, Nexgen VIII, sold an 
aggregate of 219,000 shares pursuant to a private placement offering. The       
Company's current management was not involved in said offering but was advised  
that the private placement was made pursuant to Rule 504, promulgated pursuant  
to Regulation D of the Securities Act of 1933, as amended (the "Act"). At the   
time of the issuances in March through May 2002, there was no written agreement 
between Nexgen and the Company. However, Nexgen's plan was to merge with the    
Spongetech International, Ltd and therefore Nexgen had a specific plan to engage
in a merger with an identified company, Spongetech International, Ltd., as      
permitted by Rule 504(a)(3). This rule prohibits the use of an offering under   
Rule 504 if the issuer intends "to engage in a merger or acquisition with an    
unidentified company or companies, or other entity or person." Accordingly      
management believed that at the time of the issuances from March through May    
2002, Nexgen was not a blank check company and was permitted to avail itself of 
the exemption provided by Rule 504. Despite the belief that Nexgen was not a    
blank check company at the time of the issuances, Nexgen may have been a blank  
check company and as such the reliance on Rule 504 was misplaced and the        
transaction was not exempted pursuant to such Rule 504 and the issuances were   
made in violation of Section 5 of the Act. In order to cure any violation that  
may have occurred or that may have been deemed to have occurred by any          
regulatory agency, management has determined to offer a rescission to the       
shareholders who purchased shares from the Company's, predecessor in March      
through May 2002. The rescission offer is intended to address any federal and   
state securities laws compliance issues by allowing the holders of the shares   
covered by the rescission offer to rescind the underlying securities            
transactions and sell those securities back to the Company.                     

 o  The Company is offering to repurchase 219,000 shares of our common stock
from persons who are or were residents of Colorado and Texas. These 
      persons are shareholders who purchased those shares in a private placement
conducted by Nexgen VIII, our predecessor in 2002.                  

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o  The repurchase price for the shares of the common stock subject to the 
 rescission offer is $.01 per share, and is equal to the price paid by
      those persons who purchased these shares. If shareholder accepts the offer
      of rescission and surrenders the shares, they will receive interest, based
     on the repurchase price $.01 and calculated from the date the shares were
purchased through the date that the rescission offer expires at the 
interest rate based on your state of residence.                     

Although the balance sheets and statements of changes in stockholders' equity   
(deficiency) have been restated, the correction had no effect on the statements 
of operations or on the earnings per share. Also, there is not any future impact
on the financial statements.                                                    

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                                                                      APPENDIX A

Form of Notice of Election

Spongetech Delivery Systems, Inc.                                               
The Empire State Building,                                                      
350 fifth Avenue, Suite 2204,                                                   
New York, New York, 10118                                                       

Attn: Michael Metter, President                                                 

Dear Mr. Metter:                                                                

I have received and read the prospectus of Spongetech Delivery Systems, Inc.    
("Spongetech") relating to its rescission offer, dated __________ , 2006,       
pursuant to which Spongetech has offered to repurchase certain shares of its    
common stock that may have or may be deemed to be issued in violation of federal
or state securities laws, or both. I acknowledge that I have had an opportunity 
to carefully review the information from Spongetech that I consider important in
making my election. I advise Spongetech as follows by placing an "X" in the     
proper spaces provided below (and filling in the appropriate table(s), if       
applicable):                                                                    

Shares of Common Stock                                                          

|_|  1.  I hereby elect to reject the rescission offer and desire to retain the 
shares.                                                       
|_|  2.  I hereby elect to accept the rescission offer and rescind the sale of  
                        (fill in number) shares and to receive a full refund for
  all sums paid therefore together with interest at the applicable
      statutory rate per year. My Stock Power(s) is/are also enclosed with
this Notice of Election                                       

                                                                [Download Table]

Date of Purchase            Number of Shares   Certificate number   
(The date you were issued   Purchased          (If you do not know, 
stock. If you do not know,                     leave blank.)        
leave blank.)                                                       
                                                                    
----------------------      -----------------  ---------------------
----------------------      -----------------  ---------------------
----------------------      -----------------  ---------------------

IF PERSONS DESIRING TO ACCEPT THIS RESCISSION OFFER INTEND TO MAKE USE OF THE   
MAILS TO RETURN THEIR STOCK POWER(S), INSURED REGISTERED MAIL, RETURN RECEIPT   
REQUESTED, IS RECOMMENDED AND SHOULD ALSO PROVIDE THEIR DOCUMENTATION, INCLUDING
THIS NOTICE OF ELECTION, BY FACSIMILE TO MICHAEL METTER AT (212) 594-4172.      

TO THE EXTENT I HAVE ACCEPTED THE OFFER, I AGREE I WILL NOT HAVE ANY FURTHER    
RIGHT, TITLE OR INTEREST IN THOSE SHARES OF COMMON STOCK.                       

Dated:_____________________, 2006                                               

Print Name of Stockholder:                                                      

---------------------------------------                                         

Authorized Signature:                                                           

---------------------------------------                                         

Title of Authorized Signatory, (if applicable):                                 

---------------------------------------                                         

Address of Stockholder:                                                         

----------------------------------------                                        
----------------------------------------                                        
Tel:____________________________________                                        
Fax:____________________________________                                        

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                                                                      APPENDIX B

 SPONGETECH DELIVERY SYSTEMS, INC.
 STOCK POWER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
Spongetech Delivery Systems, Inc., a Delaware corporation, _______________      
shares of common stock of Spongetech Delivery Systems, Inc., and does hereby    
irrevocably constitute and appoint Steven Moskowitz, the undersigned's          
attorney-in-fact to transfer said shares on the books of said corporation with  
full power of substitution in the premises.                                     

Dated: _____________, 2006         SELLING STOCKHOLDER                          

                                  --------------------------------------------
                             Print Name(s) of Selling Stockholder(s)

                                  --------------------------------------------
          Authorized Signature

                                  --------------------------------------------
                                   Title of Authorized Signatory (if applicable)
(1)       

                                  --------------------------------------------
                                  Authorized Signature (if shares held in more
    than one name)

                                   ---------------------------------------------
                                   Title of Authorized Signatory (if applicable)

                                   ---------------------------------------------
                             Address of Selling Stockholder (Line 1)

                                   ---------------------------------------------
                             Address of Selling Stockholder (Line 2)

                                   ---------------------------------------------
Phone     

                                   ---------------------------------------------
Email     

                                   ---------------------------------------------

Fax       

(1) Trustees, officers and other fiducdicate their title or capacity and print  
their names under their signatures.                                             

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You should rely only on the information contained in this prospectus. We have   
not authorized anyone to provide you with information different from the        
information contained in this prospectus. This document may only be used where  
it is legal to sell the securities. The information in this document may only be
accurate on the date of this document.                                          

Until _______, all dealers that effect transactions in these securities, whether
or not participating in this offering, may be required to deliver a prospectus. 
This is in additional to the dealers' obligation to deliver a prospectus when   
acting as underwriters with respect to their unsold allotments or subscriptions.

 Up to 8,000,000 Units Consisting Of One Share
 Of Common Stock
 And
One Redeemable Class A Warrant and

3,625,969 Shares of Common Stock

of

 Spongetech Delivery Systems, Inc.

PROSPECTUS

The date of this prospectus is ___________, 2006                                

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers                              

Indemnification of directors and executive officers and limitation of liability 

Section 102(b)(7) of the Delaware General Corporation Law, which we refer to as 
the "DGCL," permits a provision in the certificate of incorporation of each     
corporation organized under the DGCL eliminating or limiting, with some         
exceptions, the personal liability of a director to the corporation or its      
stockholders for monetary damages for some breaches of fiduciary duty. Our      
Certificate of Incorporation eliminates the personal liability of directors to  
the fullest extent permitted by the DGCL.                                       

Section 145 of the DGCL, which we refer to as "Section 145," in summary,        
empowers a Delaware corporation to indemnify, within limits, its officers,      
directors, employees and agents against expenses (including attorneys' fees),   
judgments, fines and amounts paid in settlement that they actually and          
reasonably incur in connection with any suit or proceeding, other than by or on 
behalf of the corporation, if they acted in good faith and in a manner          
reasonably believed to be in, or not opposed to, the best interest of the       
corporation and, with respect to a criminal action or proceeding, had no        
reasonable cause to believe their conduct was unlawful.                         

With respect to any action by or on behalf of the corporation, Section 145      
permits a corporation to indemnify its officers, directors, employees and agents
against expenses (including attorneys' fees) they actually and reasonably incur 
in connection with the defense or settlement of the action or suit, provided    
that person meets the standard of conduct described in the preceding paragraph. 
No indemnification is permitted, however, in respect of any claim where that    
person has been found liable to the corporation, unless the Court of Chancery or
court in which the action or suit was brought approves the indemnification and  
determines that the person is fairly and reasonably entitled to be indemnified. 

As permitted by the DGCL, our bylaws provide that we are required to indemnify  
our directors and officers, consultants and employees to the fullest extent     
permitted by the DGCL, Subject to certain very limited exceptions, we are       
required to advance expenses, as incurred, in connection with a legal proceeding
to the fullest extent permitted by the DGCL, subject to certain very limited    
exceptions. The rights conferred in our bylaws are not exclusive. We have       
obtained directors' and officers' liability insurance.                          

Insofar as indemnification for liabilities under the Securities Act may be      
permitted to our directors, officers and controlling persons pursuant to the    
provisions described above, or otherwise, we have been advised that in the      
opinion of the Securities and Exchange Commission such indemnification is       
against public policy as expressed in the Securities Act and is, therefore,     
unenforceable. In the event that a claim for indemnification against such       
liabilities (other than the payment by us of expenses incurred or paid by our   
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, we will, unless in the      
opinion of our counsel the matter as been settled by controlling precedent,     
submit to a court of appropriate jurisdiction the question whether such         
indemnification by it is against public policy as expressed in the Securities   
Act and will be governed by the final adjudication of such issue.               

Insofar as indemnification for liabilities arising under the Securities Act of  
1933 may be permitted to directors, officers or persons controlling us pursuant 
to the foregoing provisions, or otherwise, we have been advised that in the     
opinion of the Securities and Exchange Commission, such indemnification is      
against public policy as expressed in the Securities Act of 1933 and is,        
therefore, unenforceable.                                                       

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Item 25. Other Expenses of Issuance and Distribution                            

The following table sets forth an itemization of all estimated expenses, all of 
which we will pay, in connection with the issuance and distribution of the      
securities being registered:                                                    

Nature of Expense               Amount          
----------------------------   --------         
SEC Registration fee           $  1,214         
Accounting fees and expenses   $ 50,000*        
Legal fees and expenses        $ 60,000*        
Miscellaneous                  $  8,786*        

                      --------
TOTAL                          $120,000*        
                      ========

* Estimated                                                                     

Item 26. Recent Sales of Unregistered Securities                                

In March 2002 through May 2002, our predecessor, Nexgen VIII, sold an aggregate 
of 219,000 shares pursuant to a private placement offering. Our current         
management was not involved in said offering but was advised that the private   
placement was made pursuant to Rule 504, promulgated pursuant to Regulation D of
the Securities Act of 1933, as amended (the "Act"). At the time of the issuances
in March through May 2002, Nexgen's plan was to merge with Spongetech           
International, Ltd. and therefore Nexgen had a specific plan to engage in a     
merger with an identified company, Spongetech International, Ltd., as permitted 
by Rule 504(a)(3). This rule prohibits the use of an offering under Rule 504 if 
the issuer intends "to engage in a merger or acquisition with an unidentified   
company or companies, or other entity or person." Accordingly management        
believed that at the time of the issuances from March through May 2002, Nexgen  
was not a blank check company and was permitted to avail itself of the exemption
provided by Rule 504. Despite the believe that Nexgen was not a blank check     
company at the time of the issuances, Nexgen may have been a blank check company
and as such the reliance on Rule 504 was misplaced and the transaction was not  
exempted pursuant to such Rule 504 and the issuances were made in violation of  
Section 5 of the Act. In order to cure any violation that may have occurred or  
that may have been deemed to have occurred by any regulatory agency, we have    
determined to offer rescission to the shareholders who purchased shares from our
predecessor in March through May 2002. The rescission offer is intended to      
address any federal and state securities laws compliance issues by allowing the 
holders of the shares covered by the rescission offer to rescind the underlying 
securities transactions and sell those securities back to us.                   

Except as may be stated otherwise above, all of the below offerings and sales   
were deemed to be exempt under Rule 506 of Regulation D and/or Section 4(2) of  
the Securities Act of 1933, as amended. No advertising or general solicitation  
was employed in offering the securities. The offerings and sales were made to a 
limited number of persons, all of whom were accredited investors, business      
associates of Spongetech or executive officers of Spongetech, and transfer was  
restricted by Spongetech in accordance with the requirements of the Securities  
Act of 1933. In addition to representations by the above-referenced persons, we 
have made independent determinations that all of the above-referenced persons   
were accredited or sophisticated investors, and that they were capable of       
analyzing the merits and risks of their investment, and that they understood the
speculative nature of their investment. Furthermore, all of the below-referenced
persons were provided with access to our Securities and Exchange Commission     
filings.                                                                        

In July 2002 we entered into a Stock Purchase Agreement with RM Enterprises and 
RSI Enterprises pursuant to which we issued to RM Enterprises an aggregate of   
12,000,000 shares of our common stock.                                          

In January 2005, we issued 3,330,000 shares of our common stock to Michael. L.  
Metter, our President and Chief Executive Officer, as compensation for managing 
our day-to-day operations, introducing us to business, sales, contractual and   
fundraising opportunities and evaluating potential acquisition candidates on our
behalf valued at $499,500. *                                                    

In January 2005, we issued 3,270,000 shares of our common stock, valued to      
Steven Moskowitz, our Secretary, as compensation for managing our day-to-day    
operations, introducing us to business, sales, contractual and fundraising      
opportunities and evaluating potential acquisition candidates on our behalf     
valued at $490,500. *                                                           

In January 2005, we issued 100,000 shares of our common stock to Thomas Monahan,
our former Chief Financial Officer, as compensation for managing our financial  
operations valued at $15,000. *                                                 

In January 2005, we issued 3,330,000 shares of our common stock to Frank        
Lazauskas, a director of the Company, as compensation for managing our          
day-to-day operations, introducing us to business, sales, contractual and       
fundraising opportunities and evaluating potential acquisition candidates on our
behalf valued at $499,500. *                                                    

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In January 2005, we issued 2,000,000 shares of our common stock to the Rubin    
Family Irrevocable Stock Trust as directed by Robert Rubin, as compensation for 
introducing us to business, sales and contractual opportunities and assisting us
with the review and evaluation of fundraising activities and potential          
acquisition candidates, valued at $300,000.*                                    

In January 2005, we issued 466,667 shares of our common stock to American United
Global, Inc. in exchange for $70,000 in debt.                                   

In January 2005, we issued 500,000 shares of our common stock to DDK and Company
LLC in exchange for $66,000 of debt.                                            

In January 2005, we issued 215,969 shares of our common stock to Flo Weinberg,  
Inc. in exchange for $70,000 in debt.                                           

In January 2005, we issued 533,333 shares of our common stock to Steven         
Moskowitz in exchange for $114,400 in debt.                                     

In January 2005, we issued 120,000 shares of our common stock to Robert Rubin in
exchange for $18,000 in debt.                                                   

In January 2005, we issued 466,667 shares of common stock to RM Enterprises     
International, Inc. in exchange for $113,414 in debt.                           

In January 2005, we issued 500,000 shares of our common stock to Michael        
Sorrentino in exchange for $75,000 in debt.                                     

In January 2005, we issued 60,000 shares of our common stock to A&N Enterprises,
our subleasor, in consideration for our use of the premises which is valued at  
$.15 per share or an aggregate of $9,000.                                       

In February 2005, we issued 75,000 shares of our common stock to Paradigm       
Solutions, Inc. in connection with a Settlement Agreement with Paradigm, dated  
February 15, 2005 which is valued at $.38 per share or an aggregate of $28,500. 

*Although no revenues were generated by the Company during the period when these
shares were issued, administrative functions and other functions required to    
keep the Company active continues. The Company believes that the recipients of  
the shares provided bonafide services that entitled them to compensation in the 
form of stock.                                                                  

Item 27. Exhibits                                                               

3.1      Certificate of Incorporation of Nexgen VIII, Inc.(1)                   

3.2      Certificate of Amendment of Nexgen VIII, Inc. changing name to         
Spongetech Delivery Systems, Inc.(1)                          

3.3      By-Laws of Spongetech Delivery Systems, Inc.(1)                        

3.4      Certificate of Incorporation of Romantic Scents, Inc. (2)              

3.5      Certificate of Amendment changing name of Romantic Scents, Inc. to RSI 
Enterprises, Inc. (2)                                         

3.7      Certificate of Amendment changing name of RSI Enterprises, Inc. to     
Spongetech Enterprises International, Inc. (2)                

3.7      Certificate of Incorporation of Merger Sub, Inc. (2)                   

3.8      Merger Certificate between Spongetech Delivery Systems and Merger      
Sub, Inc. (2)                                                 

3.9      Merger Certificate between Spongetech Enterprises International, Inc.  
and Merger Sub, Inc. (2)                                      

3.10     Certificate of Amendment changing name of Merger Sub, Inc. to          
Spongetech Delivery Systems, Inc. (2)                         

4.1      Specimen Certificate of Common Stock(1)                                

4.2      Warrant Certificate (3)                                                

4.3      Warrant Agreement with Colebrook, Inc. and Olde Monmouth Stock         
Transfer Co., Inc. (3)                                        

4.4      Oral Understanding with Dicon (5)                                      

5.1      Opinion of Counsel(7)                                                  

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5.2      Revised Opinion of Counsel (2)                                         

5.3      Revised Opinion of Counsel (3)                                         

5.4      Revised Opinion of Counsel (4)                                         

10.1     Stock Purchase Agreement by and among Nexgen Acquisitions  VIII, Inc., 
 RM Enterprises International, Inc. and RSI Enterprises, Inc.(1)

10.2     Stock Purchase Agreement by and between Spongetech Delivery Systems,   
Inc. and Colebrook, Inc. (2)                                  

10.3     License Agreement dated July 1, 2001 with Dicon Technologies (2)       

10.4     Supply and Requirements Agreement dated July 1, 2001 with Dicon        
Technologies (7)                                              

10.5     Manufacturer's Representative Agreement dated July 1, 2001 with Dicon  
Technologies (2)                                              

10.6     Extension of debt letter by Romantic Moments, Inc. dated August 15,    
2002 (4)                                                      

10.7     Terms of oral understanding with Dicon Technologies to expand          
license (5)                                                   

10.8     Factoring Agreement with Westgate (4)                                  

10.9     Agreement with Paradigm (6)                                            

10.10    Letter Agreement, dated February 15, 2005, between HH Brown Shoe       
       Technologies, Inc. (d/b/a Dicon Technologies) and Spongetech Delivery
Systems, Inc. (7)                                             

10.11    Form of Subscription Agreement (8)                                     

10.12    Form of Warrant Agreement (8)                                          

10.13    Form of Escrow Agreement (9)                                           

10.14    Letter Agreement, dated January 31, 2006, between HH Brown Shoe        
       Technologies, Inc. (d/b/a Dicon Technologies) and Spongetech Delivery
Systems, Inc. (filed herewith)                                

10.15    Amendment to Exclusive License Agreement dated January 31, 2006 (filed 
herewith)                                                     

23.1     Consent of Drakeford & Drakeford, LLC. (filed herewith)                

(1) Previously filed as an exhibit to registration statement on Form SB-2 filed 
November 1, 2002                                                        

(2) Previously filed as an exhibit to first amendment to registration statement 
on Form SB-2 filed January 13, 2003                                     

(3) Previously filed as an exhibit to second amendment to registration statement
on Form SB-2 filed April 11, 2003                                       

(4) Previously filed as an exhibit to third amendment to registration statement 
on Form SB-2 filed July 8, 2003                                         

(5) Previously filed as an exhibit to fourth amendment to registration statement
on Form SB-2 filed January 12, 2004                                     

(6) Previously filed as an exhibit to fifth amendment to registration statement 
on Form SB-2 filed March 15, 2004                                       

(7) Previously filed as an exhibit to registration statement on Form SB-2 filed 
May 6, 2005.                                                            

(8) Previously filed as an exhibit to registration statement on Form SB-2 filed 
October 7, 2005.                                                        

(9) Previously filed as an exhibit to registration statement on Form SB-2 filed 
November 21 2005.                                                       

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Item 28. Undertakings                                                           

The undersigned registrant hereby undertakes to:                                

(1) File, during any period in which offers or sales are being made, a          
post-effective amendment to this registration statement to:                     

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act");                                        

(ii) Reflect in the prospectus any facts or events which, individually or       
together, represent a fundamental change in the information in the registration 
statement. Notwithstanding the foregoing, any increase or decrease in volume of 
securities offered (if the total dollar value of the securities offered would   
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of a       
prospectus filed with the Commission pursuant to Rule 424(b) under the          
Securities Act if, in the aggregate, the changes in volume and price represent  
no more than a 20% change in the maximum aggregate offering price set forth in  
the "Calculation of Registration Fee" table in the effective registration       
statement, and                                                                  

(iii) Include any additional or changed material information on the plan of     
distribution.                                                                   

(2) For determining liability under the Securities Act, treat each              
post-effective amendment as a new registration statement of the securities      
offered, and the offering of the securities at that time to be the initial bona 
fide offering.                                                                  

(3) File a post-effective amendment to remove from registration any of the      
securities that remain unsold at the end of the offering.                       

(4) For determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,  
the undersigned undertakes that in a primary offering of securities of the      
undersigned small business issuer pursuant to this registration statement,      
regardless of the underwriting method used to sell the securities to the        
purchaser, if the securities are offered or sold to such purchaser by means of  
any of the following communications, the undersigned small business issuer will 
be a seller to the purchaser and will be considered to offer or sell such       
securities to such purchaser:                                                   

(i) Any preliminary prospectus or prospectus of the undersigned small business  
issuer relating to the offering required to be filed pursuant to Rule 424;      

(ii) Any free writing prospectus relating to the offering prepared by or on     
behalf of the undersigned small business issuer or used or referred to by the   
undersigned small business issuer;                                              

(iii) The portion of any other free writing prospectus relating to the offering 
containing material information about the undersigned small business issuer or  
its securities provided by or on behalf of the undersigned small business       
issuer; and                                                                     

(iv) Any other communication that is an offer in the offering made by the       
undersigned small business issuer to the purchaser.                             

Insofar as indemnification for liabilities arising under the Securities Act may 
be permitted to directors, officers and controlling persons of the registrant   
pursuant to the foregoing provisions, or otherwise, the registrant has been     
advised that in the opinion of the Securities and Exchange Commission such      
indemnification is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable.                                                   

In the event that a claim for indemnification against such liabilities (other   
than the payment by the registrant of expenses incurred or paid by a director,  
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, 
unless in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the         
Securities Act and will be governed by the final adjudication of such issue.    

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SIGNATURES

Pursuant to the requirements of the Act, the Company certifies that it has      
reasonable grounds to believe that it meets all of the requirement for filing on
Form SB-2 and has duly caused this Registration Statement to be signed on its   
behalf by the undersigned, thereunto duly authorized, in New York, New York on  
April 10, 2006.                                                                 

SPONGETECH DELIVERY SERVICES, INC.

     /s/ Michael L. Metter
 By: ---------------------
 Michael L. Metter
                     President and Chief Executive Officer

    /s/ Steven Moskowitz
By: --------------------
Steven Moskowitz
                  Chief Financial Officer, Principal
                Accounting Officer and Secretary

In accordance with the requirements of the Securities Act, this Registration    
Statement has been signed below by the following persons on behalf of the       
Company in the capacities and on the dates indicated.                           

                                                        [Enlarge/Download Table]

      Signature                   Title                                    Date       
      ---------                   -----                                    ----       
                                                                                      
                          President, Chief Executive Officer                          
/s/ Michael L. Metter     and Director                                  April 10, 2006
-----------------------                                                               
Michael L. Metter                                                                     

                         Chief Financial Officer, Principal Accounting                
/s/ Steven Moskowitz     Officer, Secretary, and Director               April 10, 2006
-----------------------                                                               
Steven Moskowitz                                                                      

/s/ Frank Lazaukas        Director                                      April 10, 2006
-----------------------                                                               
Frank Lazauskas                                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
		5/31/22		56
		1/31/08		29		57
		12/31/06		21		27
		6/30/06		25		27
Filed on:		4/11/06							CORRESP
		4/10/06		1		67
		4/4/06		47
		3/27/06		25
		3/6/06		5		20
		3/1/06		30					UPLOAD
		2/22/06		23		28
		2/20/06		9		40
		2/17/06		30
		2/10/06		30					SB-2/A
		2/9/06		17		34
		1/31/06		16		65
		1/27/06		23		28
		1/18/06		30
		11/30/05		5		56
		11/4/05		22		23
		10/31/05		22		23
		10/7/05		65					CORRESP,  SB-2/A
		9/19/05		30		56
		9/15/05		12		47
		7/25/05		30
		7/18/05		23		28
		6/27/05		5		26
		5/31/05		5		56
		5/6/05		65					SB-2/A
		4/29/05		37
		2/15/05		25		65
		12/31/04		32
		12/23/04		30
		12/15/04		33
		12/8/04		29		57
		11/30/04		22		55
		11/22/04		32
		7/26/04		30
		7/1/04		27
		6/30/04		56
		5/31/04		5		57
		5/1/04		30
		3/15/04		65
		3/3/04		32		33
		3/2/04		30		33
		3/1/04		5		26
		2/29/04		5		26
		1/12/04		65					SB-2/A
		11/30/03		32
		10/10/03		30
		7/8/03		65					SB-2/A
		5/31/03		5		50
		4/11/03		65					SB-2/A
		2/11/03		30
		1/31/03		54
		1/13/03		65					SB-2/A
		1/6/03		30		56
		12/31/02		16		31
		12/16/02		5		53
		11/1/02		65					SB-2
		10/31/02		30
		10/9/02		5		26
		10/2/02		5		53
		8/15/02		65
		7/15/02		5		53
		5/31/02		50		57
		12/31/01		25
		12/14/01		30
		7/1/01		26		65
		6/12/01		5		53
		5/31/01		32		50
		4/19/01		30
		2/21/01		32
		6/1/00		32
		7/18/99		32
		6/18/99		5		53
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